Exchange Student
by MajorBrony95
Summary: Not long after Atem is put to rest, Serenity is selected to be an exchange student at Marinette and Adrien's school in Paris. Upon arriving, she learns that Marinette is secretly Ladybug and together, the two of them learn something incredible about Serenity. Something Hawk Moth will stop at nothing to acquire along with the Miraculous.
1. Chapter 1

**This story has been adopted/coauthored/rewritten alongside Autobot0001 and White Pedal. I do not own Yu-Gi-Oh or Miraculous. They belong to Kazuki Takahashi and Studio Gallop and Thomas Astruc and Jeremy Zag respectively. **

The sun began to rise as Flight 683 from Tokyo to Paris flew on its way to the City of Lights Inside the plane, a fourteen-year-old girl with long auburn hair sat in a window seat, fast asleep. As the sun began to shine through her window, she groaned a bit and slowly opened her grey-green eyes. The girl's name was Serenity Wheeler.

Serenity rubbed her eyes and stretched slightly. Sleeping in a chair all night had not been very comfortable, but she had eventually fallen asleep. Serenity then looked out the window and couldn't help smiling. The sky looked so beautiful high above with sunlight shining through the clouds.

Serenity then then checked her watch. It was about 6:30 a.m. The plane should be getting there around 7:00, so about a half hour to go.

"I still can't believe this is happening," Serenity said in an excited voice. And Serenity had good reason to be excited.

Serenity was arriving in Paris on her own as a foreign exchange student from Japan. Due to her good grades, Serenity had been selected to study abroad in Paris at the Collège Françoise DuPont secondary school. Though excited, Serenity was also a bit nervous. She didn't know what to expect from attending a school in a foreign country, or if her host family, the Dupain-Chengs, would even be nice to her. Serenity knew that her host family had a daughter her age named Marinette, who would be in the same class as her, but she didn't know what kind of girl Marinette was. For all she knew, Marinette could've been a snobby brat like the French girls she had seen in TV shows and movies. Of course, Serenity knew that she shouldn't judge people by stereotypes, but she still didn't know what to expect. All she could do was hope for the best.

As Serenity readjusted her seat, she thought back to how it all happened. It was kind of sad though as she almost didn't get to go.

* * *

"_Mom! Mom, guess what?" Serenity cried as she ran into the house. She was so excited she had raced home after school._

_Her mother, Lynn, who had been in the kitchen, had come into the living room after hearing her shout._

"_Serenity, please calm down, sweetie. Are you alright?_

_At that, Serenity ran to her Lynn and hugged her around the waist._

"_Alright? Alright!? I'm better than alright, Mom! I'm FANTASTIC!" Serenity squealed._

_Lynn smiled and returned the hug. "My goodness. Something good must have happened at school today."_

_Serenity released her mom and grinned from ear to ear. "That doesn't even BEGIN to describe it, Mom! You'll never believe what happened today!"_

_Lynn chuckled. "Well don't keep me in suspense, girl. Tell me."_

_Serenity took a deep breath to calm herself down and began as calmly as she could. "Well, it started during my art class. I was finishing a painting when an announcement came on and I was called to Mr. Muranaka's office."_

_Lynn's smile faded slightly at that. "The pricipal's office? You aren't in any trouble are you?" She didn't know how being called specifically to the principal's office was a wonderful thing, but upon seeing Serenity's face at the interruption, she quickly apologized. "Sorry. Please continue."_

"_Right. So anyway, I got called down and Mr. Muranaka told me about something the school has been planning on doing this year. They've been communicating with an abroad school about a student exchange program and were attempting to decide which student they would send."_

_Lynn's eyes widened at that. "Oh, Serenity! You don't mean…"_

_Serenity couldn't contain herself and let out a happy cheer as she jumped up and down. "YES! My grades were some of the best! Not THE best, but DEFINITLEY among the most desirables. And Mr. Muranaka said that if I got permission from you by signing this slip, I can be ready to leave by the end of the month!" At that, Serenity fished out a white official looking piece of paper from her bag, "Isn't that awesome!?"_

_Lynn smiled and hugged her again. "Oh sweetie, I'm so proud of you! Just wait until your brother hears this. He's coming over tonight for dinner and we can tell him then."_

_Serenity was so happy at that news. She was sure Joey would be thrilled. He always told her she was meant for great things and this proved it. If she knew Joey, when he heard it, he would most likely pick her up in a bone-crushing hug and swing her around shouting, "That's my little sis! I KNEW ya had it in ya!"_

"_So," Lynn spoke up again, breaking Serenity's thoughts. "Where are you going? Is It America? Maybe New York City. Oh, or is it England? I've always wanted to go there myself, but I could never afford it."_

_Serenity giggled. "That's the best part, Mom. Here, read the paper." At that she handed her mother the paper and Lynn began reading it. However, Serenity was too excited to notice her mom's smile was slowly starting to turn into a frown. By the time she finished, Lynn looked as though she had read that a friend of hers had just died. "You're… you're going to-"_

"_France," Serenity cried happily. "At the Collège Françoise DuPont secondary school, right in the heart of Paris! You know I want to study art, Mom. And Paris is THE place to go if you want to learn about art and stuff like that. Can you believe it? They're letting me go to school for a year in the art capital of the world! It's like a dream come true! And all you have to do is sign the paper and I turn it in tomorrow to… Mr... Muranaka?" _

_It was then Serenity noticed her mother's face. It was a mixture of worry, trepidation, and…was it anger? Serenity didn't understand. One minute her mom had been hugging and congratulating her and now she looked almost sick. "Mom? Is everything okay?"_

_Lynn then looked at her and seemed to be thinking about what to say. "Serenity. Sweetheart. You… you know I care about you right? I have since you were a little girl."_

"_Mom, I know that," Serenity said, a little unnerved by how her mom looked. "What's wrong?"_

"_Serenity, please don't take this the wrong way, but," Lynn took a deep breath, "I don't think you should go."_

_Serenity looked at her mom, not knowing if she heard her correctly. "I'm… I'm sorry. Wha-what did you say?"_

_Lynn took another breath and this time repeated a bit more firmly, "I said 'no,' Serenity. You can't go to Paris."_

_Serenity felt her heart drop like a rock. How could her mother suddenly change her tune so fast? And in such a negative way? "But-but why!? I'm not really doing anything that would-"_

"_It's not safe in France at the moment," Lynn said simply._

_That caught Serenity's attention. She hadn't heard about there being any trouble in France. At least that she knew of. "What do you mean 'not safe'?"_

_At that, Lynn walked over to the coffee table and picked up a newspaper that was a few days old and turned it to the International News page. "Read this." Lynn simply said, thrusting the paper into Serenity's hands. Serenity looked at the page. On it was a picture of a woman with a face that looked like she had been digitized with the exception of her dark red hairdo. She was also wearing a suit of armor that looked like something from a sci-fi film. Above the picture was the following headline:_

_**Latest Akuma attack in Paris!**_

_**Super villainess**__**"Prime Queen" attacks city only to be stopped by resident superheroes! However, does latest in numerous attacks on French capital prove city no longer safe?**_

_Serenity couldn't believe this! A super villain? That sounded like one of those comic books Joey liked to read when he was little. This had to be some sort of joke. A really weird joke, sure, but not real. Right?_

_However, as Serenity kept reading the story, she was starting to see that this was no joke! There really HAD been a super villain attack on Paris by a woman who had apparently taken people over. This "Prime Queen" woman had apparently been an ordinary person, a well-respected reporter, who'd let her more negative emotions get the better of her, which in turn, turned her in to something called an Akuma, a mind-controlled person with powers who wreaked havoc on the city. Fortunately, Prime Queen had been stopped by to actual superheroes, two people who called themselves Ladybug and Chat Noir. Together, they had turned Prime Queen back to normal and saved the city, turning it back to normal from all the damage done. Serentiy couldn't believe it. The way this story talked it was as if it had been by magic. Then again, though,after what she had encountered with Joey and his friends during Battle City with Marik and the Egyptian Gods, she supposed she would be hypocrite for saying that there was no such thing as magic even after encountering it herself. Heck, her own brother had been magically brainwashed into battling Yugi to the DEATH, for God sakes! If she had said there was no such thing as magic after that, she'd probably turn into Seto Kaiba._

_However what really caught Serentiy's attention was that this was seemingly not the first time this had happened. More than once, people had let apparent negative emotions get the better of them and turning into these "super villains": a man who could control pigeons and held the city's police hostage; a boy who had turned into a dark version of a Cupid and shot arrows making people hate each other; and even a little girl who had turned into a villain who could turn others who had been cured back INTO villains and control them against their will. The list went on for quite a bit._

_Serenity looked at her mom after looking at the story. "Okay, so weird things are going on in Paris."_

"'_Weird things?" Lynn asked. "Weird things!? Serenity, this goes BEYOND weird! It's downright FRIGHTENING!" Serenity noticed her mother was getting rather worked up about this, so she decided to try and calm her down._

"_Alright, alright. So things are more than weird. But why should that keep me from going? People are still visiting even after this, right?"_

"_That's not the point!" Lynn cried throwing her arms in the air. Serenity could tell she was getting more upset with all this._

"_Are you not thinking about what could happen if you went there and something like this happens? A villain attacks the city and YOUR'RE in the thick of it! They cause destruction, mayhem. I've even read that there have been injuries thanks to those attacks!"_

"_Mom, I get why you're worried. Honestly, I do. But I think I can handle that. It's not like I would willingly let myself get caught in an attack like that."_

_Lynn heaved a heavy sigh. "It's better to be safe than sorry. I'm sorry, but I won't let you go, Serenity. Right now, Japan is much safer for you. You'll thank me for this someday."_

_Serenity couldn't believe what she was hearing. Her mother was worried about her safety and she thought Japan was SAFER!? Had she NOT been told of the times with Battle City where the Rare Hunters had attempted to accost her and Tristan? About how Dartz and his crew tried to turn the world into slaves? About the KC Grand Championship and Zigfried von Schroder trapping her brother and other Duelists in parts of the park turned up to their most extreme? Sure, she hadn't been there for the other two, but Joey had told them all about them when he sat down and talked with them. If anything, Japan was just as dangerous as France. Nowhere in the world was completely safe from danger, but her Mom didn't seem to realize that._

"_I can't believe you!" Serenity cried out, her anger at the situation finally starting to seep into her voice. Lynn turned and had her own angry look._

"_Excuse me?"_

"_You heard me! You're letting your fears get the best of you. Mom, have you not read that there are superheroes- real, actual, SUPERHEROES- protecting the city!? If anything, they'll keep anything from happening to me."_

"_You don't know that," Lynn shouted, sounding angrier now. "I can't believe this! I'm trying to keep my little girl safe and she insists on running into danger."_

"_It's not like that, Mom! And I'm not a 'little girl' anymore! I'm FOURTEEN for crying out loud! I can take care of myself! You and Joey have both taught me a lot, but how can I put those teachings into action if you won't let me? You're acting like I'm still that little girl who was so weak from years ago!"_

"_Well maybe I think you ARE! Maybe you're NOT as strong as you think!"_

_At that, a silence permeated the house. Serenity looked at her mom with a look of absolute hurt. Her mother had essentially called her 'weak.' Like she thought she couldn't take care of herself._

"_I see," she murmured as tears started to spill from her eyes. She immediately turned away and headed for the door._

"_Serenity, wait! I didn't mean it like that!" she heard her mother shout, but by that time she was out the door, salty tears streaming down her face as she hustled away. She had to get away from the house for a while._

_She just had to get away._

* * *

Serenity wiped her eyes as some stray tears threatened to leak out. That was probably the worst fight that she and her mom had had in a while. The last time they had fought like that was after her and Joey had had that huge argument almost two years ago. Serenity had been so mad at her mom then, upset that she had left Joey all those years back. And because of that, he didn't want to come back to them. The two had shouted at each other for a good twenty minutes before they calmed down and apologized to each other. This was worse though.

After she had run out of the house, Serenity had run to a nearby park she'd sometimes go to where she thought about things while swinging on a nearby swing. Sometimes it was good things. Other times, usually when she was upset, she thought of troubling things. That time, it was a tidal wave of thoughts. It was as if her life was flashing before her without dying.

She thought about her life with her mom, Joey… and her dad. How he beat them, yelled at them, scared her mom so bad that the first chance she got she bolted with her in toe. Unfortunately, she had left her son behind and when she tried to get him back, she found it was too late. Her husband had called in favors to get him awarded Joey. All so he could spite his ex. To rub her grievous mistake in her face.

She thought about how she had heard about Joey leaving Dad for good and getting independence at a young age. Her mom had tried to apologize and reconnect, but to her heartbreak and shock, found out Joey wanted nothing to do with her, calling her apologies flimsy. That she was an awful mother and he was better off now without her. Lynn's heartbreak had turned to anger and after a horrible argument, the two left vowing never to speak to each other again. Each blamed the other for how badly it ended, but Serenity could tell that her mom shouldered most of it on herself. Thinking back to her mistake all those years ago, Lynn knew that if that had that never happened she never would have even fought with Joey. Still, she stayed away from him for six long years, not willing to risk a fight worse than that one.

Because of that, Serenity would only send her brother video messages of herself to him in secret. She knew her mom was still hurting and didn't want to cause any unwanted extra tension between the two. She had hoped that, given time, she could push them back together again and they could talk things out. That they could be a family again.

Then her eyes started hurting. Not the small bouts of hurt she had as a kid that caused her to get blurry vison for a bit before getting better. More like a FIRE behind her eyes. Like a hot poker! It hurt like HECK! Upon taking a trip to a specialist, she received news that sent her life into a tailspin. She would go blind within a year or less. She had accepted that in time. Plenty of people lived with blindness. At least she had seen most of the world so she could remember colors and shapes and things.

Then, another strike to her face. The worst of all.

It turned out she had Retinoblastoma, a rare cancer of the eyes. Because of her never getting them checked out as a child by experts (her father had refused to pay for those kinds of doctor visits and her mom had never been able to afford to take her to a good one before), she never found out until it was too late. By then she had had the tumors growing for so long that unless they were treated with a special surgery, the tumors would not only take her sight, but later, her life as the tumor would affect her brain too.

Her mind then went to the tape she'd sent Joey. In her mind, she only wanted to send Joey one last good bye, but really, it was also for her. As a way of saying thank you to Joey for all he had done for her, even if he hadn't been there in person for a while.

Serenity had been willing to accept the fact that her sight was going to go. That she would eventually die and she would never see her family or her friends again.

Then, a miracle happened. Joey had managed to win second place in Duelist Kingdom and win the prize money to pay for her operation. As she felt herself get wheeled down to the OR, she heard her brother's voice telling her it would be okay.

And everything DID turn out okay. Better than okay even. As she was lying in recovery, her mother had come to visit her. She told Serenity she had wonderful news. During the procedure, Lynn and Joey had met, talked (though not without a little heartache and a touch of shouting) and had come to an agreement. Though Joey would never fully forgive Lynn for leaving him to his father's wrath all those years ago, he said he was willing to try to reconnect if a bit for Serenity's sake. Lynn had readily agreed and let him take it at his own pace. Serenity had never been more happy. It meant she could now visit her brother without having to worry Lynn. He might even come see her.

After that thought, they came even quicker. The remembrance of Rooting for Joey with Tristan, who had helped her through so much while Joey was dueling and her mom was at work. To helping that little boy Kenta get over his fears and to face them. To leaving with Tristan to go see Joey battle in person and show him her newly healed eyes. To finally taking her bandages off and saving Joey from his surely water demise.

All these thoughts and memories rushed her at once. She realized that she had grown so much over all these years. So how could her mom say that she was weak!? She knew that she probably didn't mean it that way. She'd never say anything like that thinking rationally. She was letting her fears get the better of her. Still, she couldn't understand her mother's vehement reluctance to allowing her to go.

It was at that moment Serenity got a burst of courage. She knew her mother was obviously trying to protect her, but she could take care of herself. After all, even with the others by her side at Battle City, she'd survived all that had occurred. She also figured that her host family most likely would not let what was going on there affect her if they could help it.

Serenity could still remember that feeling coursing through her as she got up from the swing. Though she couldn't see it, she could feel the determination on her face. She knew what she had to do now.

She had to go back and confront her mom in a calm manner and explain to her that she needed to stop being afraid and hear her out.

Imagine her surprise when she got to the house…

* * *

_As Serenity reached her house, she took deep cleansing breaths. She knew she had to be calm about this. Getting worked up like she had before would only make things worse._

"_I can do this," she said. She then got closer to her house and, as she did, her eyes widened. There sitting in the driveway was Joey's blue car. She remembered him getting it a few months ago after passing his driver's test. That could only mean…_

_Serenity raced faster and once she got onto the front step, she inhaled through her nose and opened the door._

_There in the living room sitting on the couch were Lynn and Joey. Once the door opened, the two turned and upon seeing her, Joey's face lit up._

"'_Ey, sis! Where ya been? I come all dis way and ya ain't even here ta greet me?" Serenity knew by the look in his eye he was just joking. She gave a smile back._

"_Sorry, Joey I… needed a little time to myself." At that, Joey's face fell slightly and Lynn's fell completely._

"_Yeah. Ma told me about yer… little spat before I came." He then got up from the couch. "Welp, I think you two gotta bit to talk about I'm sure, so I'm gonna check up on supper." He then patted Lynn's shoulder as he passed and Serenity heard him whisper, "Like we talked about." Lynn nodded and Joey went through the kitchen door._

_Soon it was just the two of them again. The silence was thick enough to cut with a knife as the two looked awkwardly around them. Eventually, after a few seconds, Serenity walked over and sat with her mom on the couch. The two then stared for a bit and then,_

"_Serenity/Mom, I want to talk to you about…"_

_They stopped and then chuckled at what had happened. Then Serenity started again._

"_Look, Mom. There's something I need to tell you-", but was stopped by Lynn raising her hand first._

"_Actually, Serenity, if you don't mind, I'd like to go first. This whole thing was my fault anyway." Serenity looked at her mom, then nodded to let her continue._

"_First of all, I want to say, I'm sorry. I should have NEVER talked to you like that or said what I did. I just let my fears and anger at the situation get the better of me again." She sighed and put her head in her hands. "I'm such an idiot. I thought I was getting better at that and I relapsed so easily."_

_Serenity then scooted closer to her mom and gave her a small hug. "Mom, it's alright. Everyone makes mistakes."_

"_But it shouldn't have happened in the first place!" Lynn cried. "Serenity, what I said was completely unacceptable as a parent."_

"_You didn't mean it, I know that. And even if you sorta did, it probably wasn't the way I thought it." She gave Lynn another hug. "You were only worried about me. I understand. I was sort of to blame for things getting out of hand too. Those things happening in Paris ARE something I should consider before going and-." Lynn held up her hand again to stop Serenity. She then put her hands on her shoulders and looked at her in the eyes._

"_Serenity, there was another reason I didn't really want you to go."_

_Serenity looked at Lynn in surprise. "Really?"_

"_Really. You see, the truth is I have always seen you as my little girl. The girl who was small and fragile when she was born. The girl who needed my help when things got bad. Even after everything that's happened, I still see you like that."_

"_But now, I am beginning to see that you're growing up into a beautiful young woman. Only fourteen and you've done amazing things. I suppose I've just been too stubborn to accept them happening."_

_Serenity's eyes shone as her mother continued._

"_You know that my and you're brother's relationship isn't the best. He visits certainly, but not too often, though that's his choice. And you're often going to visit him in Domino. More often than not, I'm alone in this house until you get back. And when I found out about you potentially going to France, well, I-I guess I just couldn't bear the thought of you leaving for a good chunk of the school year and being alone all that time. Not only that, but something like this means that eventually, you'll have to leave home, leave ME, to start your own life. Find someplace to settle in, find a nice young man, raise a family…" _

_At those words, they heard a clatter near the door and footsteps hurrying away. Obviously Joey had been listening in and had broken something upon the mention of that topic. Lynn and Serenity looked from the door to each other for a few seconds before bursting out laughing._

"_Provided your overprotective brother even LETS you," Lynn said with a hearty chuckle._

_Serenity giggled at that. Then she looked at her mom with a slight sorrowful expression. "I'm sorry, Mom. I had no idea you felt like that."_

"_Well, I'm sorry for thinking like that," Lynn said. "I know that even if you leave me and fid your own way in life, you'll never fully abandon me." She then sighed gloomily, "I just KNOW you wouldn't make the same mistakes I did. You're far too smart for that."_

"_Thanks," Serenity said with a small smile as she patted her mom on the back._

_Lynn then got a wide grin on her face. "And who knows, maybe Paris has just the sort of things like that in store for you. Villains or no villains."_

_Serenity gasped and clasped her hands in joy. "You mean…?"_

"_Yes, Serenity," Lynn said, beaming. "I'm letting you go on the exchange trip to Paris! You need to experience the world like your brother has and I shouldn't try to stop you for my own selfish needs."_

_Serenity immediately squealed with glee and hugged her mother so hard she nearly fell off the couch._

"_THANK YOU! THANK YOU! THANK YOU!" She cried, tears of joy leaking out of her eyes._

_Lynn soon straightened herself up and returned the hug. "You're welcome, honey. And again, I'm so sorry for everything I said before."_

_Before Serenity could say anything, the door opened and Joey came in, obviously trying to act nonchalant and like he hadn't been listening into the conversation just a short time ago._

"'_Ey! Looks like everthin's alright between you two, huh?"_

_The two looked at him and smiled._

"_Yes, Joseph. I think they are," Lynn said._

_Joey clapped his hands together with a grin. "Teriff! Now, I got everythin' set up on the table, so what say we go in and chow down an' Serenity can tell us about her upcomin' trip?" He said this with a wink at the girl in question._

"_I think that's a great idea," Lynn said. She got up from the couch and walked over to the door, Serenity following behind. However once Lynn got far enough away, Serenity went to her brother and hugged him tight. Joey froze up slightly but returned the affection nonetheless._

"_What's this for?" He asked with a chuckle._

"_I KNOW you said something to Mom to get her to change her mind," Serenity said in to Joey's chest. Joey blushed and smiled._

"_Well, I MIGHTA said somethin' while you were out an' about. I may've told her about how you managed ta hold yer own against so many odds. Ya stood up to ol' money bags Kaiba. Ya proved yer worth as a Duelist. Hell, ya even saved my butt from restin' at the bottoma Domino Pier. After that, she realized you weren't that weak little kid anymore. Y were growin' up and could take cara yerslef. But, I think she knew that alla long. I just helped push 'er ta accept it."_

_Serenity smiled at him with more tears in her eyes. "Still, thanks, big bro. I know you and mom may never get very close, but it's nice to see you do things like this."_

_Joey shrugged, "Well, I-"_

"_Hey you two! Where are you? This food looks delicious and I don't want Joseph's cooking going to waste."_

_The two laughed. "We'll be right there, Ma," Joey called. The two then went in to a wonderful meal as a family._

* * *

As soon as the memory ended, Serenity heardthe captain's voice over the intercom.

**"Attention passengers, we will be making our final descent into Paris in about ten minutes,"** the captain announced, **"Please return your seats and tray tables to their upright positions and fasten your seat belts. We will be landing shortly."**

"Finally," Serenity said as she began to stretch her arms a bit, "I thought we'd never get here."

As she did what the captain said, her mind went back to one more memory. It was one that had taken place not too long ago right before Serenity had boarded the flight.

* * *

_Hanada Airport in Tokyo was bustling early that morning at almost eight o'clock. People running to and fro to get to their flights. Plains taking off and landing. It was pretty nuts._

_On one side of the airport near a terminal, a small party was gathered to say good-bye to a certain someone. After turning in the permission slip to her principal, Serenity and her family worked on getting her ready to go to France. They helped her get her passport renewed, get money for her trip, and even helped her buy some new clothes. They also got to work on letting the family she was staying with, the Dupain-Chengs, know what they needed to know about her._

_Now, after a month or so of preparations, the time had come. Serenity stood there facing the group of family and friends that had come to see her off with a suitcase in her hands for the plane (the rest had already been sent on the plane). She gave a smile to them all._

"_I'm so excited I can hardly stand it," she said, slightly bouncing on her toes._

_Yugi Muto gave a smile of his own. "I'm sure you'll do great, Serenity. You're smart enough."_

"_Thanks, Yugi," Serenity said. She then frowned and looked down. "I'm…I'm still gonna miss you guys, though."_

"_Don't worry. You'll see us again soon. It's only for a little while after all," Tea said._

"_Yeah. Before you know it you'll be back," Mokuba added._

_Serenity thought for a moment and then the smile returned and nodded. "You're right. I shouldn't worry. I'm sure everything will be fine."_

"_Of course," Ryou said with a nod._

_Just then Duke jumped in front. "SO Serenity, you'll video call us every night to talk and tell us what's up, riiiight?" He added a wink with the question. Serenity giggled a bit._

"_Sure I'll call you guys. Why wouldn't I?"_

"_Oh I know you would, but, I mean if you ever want to, I dunno, talk to someone in particular, I'm always-" Just then, Joey grabbed Duke by the back of his and yanked him back as Duke gurgled out some noises. "Alright, alright! Give us others some time, wouldja?"_

_Serenity laughed at that. Leave it to Joey to be overprotective. She knew Duke had a thing for her and she had gone on a few dates with him, though nothing seemed to "click" between them. Oh well. Maybe the time in Paris would leave him enough time to find someone new. From what she heard, he had girls swarming him as much as Ryou did._

_Then Tristan came up and nodded to her. "Serenity, I…I really hope you have a great time learning in France. I'm sure you'll do wonderfully."_

_Serenity smiled at Tristan. "Thanks. You're such a nice friend to say that, Tristan."_

_Serenity didn't notice Tristan's slight wince at the word but he quickly formed a smile again. "R-right. Friend. Of course." Unknown to most (Serenity in particular who was still as oblivious as ever), Tristan's former intense crush on her had since cooled down somewhat. He had decided that if she wasn't going to see him as potential boyfriend material, he'd at least keep her friendship. Still it didn't make it any harder for him._

_Finally, Joey and her mother came up to her. She came up to them and gave them both a big hug. "I'm going to miss you both most of all."_

"_We know dear," Lynn said. "But like you're friend Duke said you'll be calling us often, so we won't be far away really."_

"_Ma's right, sis," Joey added. "An' besides, I got a little surprise for ya. I decided ta give 'em to ya before ya left."_

"_Really?" Serenity asked excited now. "What is it? What is it?"_

"_Close yer eyes," Joey said in a sing-song voice. Serenity rolled them first but closed them anyway. She heard a crinkle and then Joey said, "Okay. Open 'em."She opened them and they then widened at what it was._

"_Duel Monster Cards!"_

"_Yep," Joey said with a smile, "I bought a bunch of packs from Gramps' game shop for you. Now you can build your own deck. And who knows? Maybe you'll be a champion duelist someday like your big bro!"_

_Serenity smiled back, "I'd like that. But how will I know which ones to use?"_

"_Just use your instincts, Serenity," Joey suggested, "And don't forget to practice. But don't make the same mistake I did when I started and fill it up with only monster cards."_

_Serenity then giggled a bit, "Okay, that's good advice." She then wrapped her arms around her brother and hugged him lovingly, "Thanks, big brother."_

"_Anytime, Serenity," Joey said as he returned the hug and held his little sister close. Then an announcement came over the loudspeakers._

"_**Attention! Attention! Flight 683, non-stop from Tokyo to Paris, is now preparing to board! Repeat! Flight 683, non-stop from Tokyo to Paris, is now boarding! Please have your tickets and all necessities ready! Thank you!**_

"_Oh! That's my flight," Serenity said, quickly unzipping her suitcase to put the cards Joey had given her in a safe place. She then picked it up. "I better get going." She turned and started running to the line of people getting ready to board. As she did, she turned over her shoulder and waved to everyone. "Good-bye, or _au revoir_!" She laughed at that._

_Everyone else smiled, waved and called out farewells to the auburn-haired girl. As Serenity stepped into the line, she took a deep breath._

_This was it. Time to spread her wings and fly._

* * *

As the plane finally came to a slow decent into the airport, Serenity looked out her window. She smiled as she saw the distant outline of the Eiffel Tower in the distance from the airport. She couldn't believe it. She had traveled 11 hours across the continent and now she was finally here. Paris, France.

This was without a doubt going to be the biggest adventure of her life.

However, as Serenity was gathering her suitcase and getting off the plane, she had no idea how right that statement would turn out to be.

* * *

The window of Hawk Moth's lair opened up as the dark villain stood in the center, butterflies rising around him.

"I sense something," he murmured. "A great power unlike any other I've ever felt before. Something ancient...something terrifying." Suddenly, a smirk formed on Hawk Moth's face. "And it may be just what I need to turn the tide in this fight."

Hawk Moth then took a butterfly in his hand and infected it into an Akuma.

"Fly away, my little Akuma," he said as it flew off. "It's time we did a little… investigating."

He gave an evil laugh as the insect flew toward Paris International Airport.

* * *

**A/N: The idea of Serenity having a cancer of the eyes comes form the mind of White Pedal.**


	2. Chapter 2

**This story has been adopted/coauthored/rewritten alongside Autobot00001 and White Pedal. I do not own Yu-Gi-Oh or Miraculous. They belong to Kazuki Takahashi and Studio Gallop and Thomas Astruc and Jeremy Zag respectively.**

As Serenity got off the plane, she couldn't stop bouncing in place. She was finally HERE! Paris, France! The art capital of the world! Her eyes shimmered as she looked out the window and saw the Eiffel Tower in the distance. She was so excited she didn't even realize that she had gotten to the front desk to sign in until the clerk spoke to her.

"_Bonjour_, _Mademoiselle_. Welcome to Paris. Is this your first time visiting this city?"

Serenity gave a bright smile. "Yes, actually. I'm here for an exchange program with my school."

"Ah, _tre bon_. If I may, might I ask what it is you're studying?"

Serenity smiled as she handed her passport to the clerk. "I'm studying art, actually."

"Really," inquired the clerk as he stamped her passport. "Well in that case, _Mademoiselle _Wheeler, welcome to France and I wish you well in your abroad studies." The clerk then passed her her passport back with a smile.

"_Merci_,_"_ Serenity said. "So where might I go through Customs and then go to pick up my luggage? I'm supposed to meet someone who'll take me to my host family."

"Right through there," the clerk said pointing to the right. Serenity shouldered her bag and went that direction.

"Thank you," she said with a wave. As Serenity walked down the way to Customs, she felt something odd; a sort of strange feeling in the pit of her stomach. She turned to the window and her eyes widened in shock. There, fluttering at the window, was a strange looking thing. It looked like a butterfly, but something was off about it. It seemed to have some sort of purplish aura around it, which she was pretty sure was impossible. What was even weirder was it seemed to be fluttering right in front of her… almost as if it were watching her. She stepped forward to get a better look at it. She couldn't get why a butterfly would just flutter there, but she knew there was something wrong with this bug.

Suddenly, her thoughts about this weird insect were broken by a voice behind her. "_Pardonne moi_, _Mademoiselle_. Is something wrong?"

Serenity turned to see a woman staring at her strangely. She pointed to the window. "Do you see anything odd out there?" Serenity inquired.

The woman looked at where the auburn-haired girl was pointing, but shook her head. "I see nothing except the usual things at an airport. I'm sorry."

Serenity, shocked, turned again to the window and saw the weird butterfly was gone. Almost as if it wasn't there in the first place. "Um, never mind," she said awkwardly. "I guess I was just seeing things. Long flights can do that, you know?" she said, chuckling to try and make light of the situation.

The woman must have believed her because she nodded. "Yes, I suppose they can. I've been on a few flights like that. Get some rest when you get to where you're going, _oui_?"

"Of course," Serenity said, nodding. With that, the woman left. Leaving Serenity to wonder if she was right in what she'd said. Maybe she was seeing things. The talk she had with her mom before must have been going on in her mind and she thought she saw a kooky looking butterfly. Either that or she did see a real butterfly and the talk had played with her mind to think it was a weirder one than it really was.

Either way, Serenity knew she couldn't dwell on it. Shrugging, she left for Customs. Try as she might though, she couldn't get the feeling in her gut to quell. As if seeing that bug was a sign of things to come.

* * *

Customs was definitely a pain for Serenity (Joey wasn't kidding about that time he and his friends had flown to Cairo and had said it was a pain in the behind), but she understood. With everything happening in Paris these days, you couldn't be too careful. Eventually, Serenity managed to get through and collect her bags. Thankfully, none of them had been lost on the flight to France. Now all she had to do was find the person who was supposed to take her to her host home.

From what Serenity had learned, whoever was picking her up was supposed to have a sign with her name on it, but so far she couldn't see anyone. Perhaps they were further into the crowd. So Serenity pushed forward, looking for a person with her name on a sign. Still, her mind wasn't completely on her query. She also- for SOME reason- still had her mind on that darn butterfly she saw (or maybe didn't see). In any case, Serenity knew she shouldn't be thinking about it, but it stuck to her brain like glue. She shook her head hard to try and focus.

"Keep it together, Serenity. You have more important things to focus on a crazy-looking lepidopteran. You need to find the person with your-"

Suddenly, Serenity saw something. Or rather, something held by someone.

As she drew closer to the front door of the airport, she saw a pretty Asian-looking girl about her age with bluebell eyes and short dark- blue hair, which was held partially back in pigtails. She was wearing a dark gray blazer with rolled-up sleeves, the inside of which was lined in white with pink polka dots and it had black trimming. Underneath, she wore a white t-shirt with black stitching and a flower design below the collar. The design itself had pink flowers and black leaves. She also wore pink rolled up jeans and pink ballet flats with dark red soles. Serenity could see she wore eyeliner around her eyes and sported black earrings At her side was a light pink purse with a thin black strap over her right shoulder. All in all, VERY fashion forward to say the least.

What really caught Serenity's attention though was that the girl was holding up a sign with Serenity's name written on it. She must be the person Serenity was supposed to meet.

"Excuse me," Serenity called, waving her hand in the air. Immediately, the girl saw Serenity and smiled a happy smile.

"Oh! Are you Serenity Wheeler?" asked the girl as she ran over to where Serenity was. "It's nice to meeEEEEEEE!"

Suddenly, to Serenity's horror, in her haste to get to her, the girl tripped and suddenly crashed into a pile of suitcases nearby. It drew quite a few looks from the crowd, a few people even stopped to see if she was okay. The girl simply gave an awkward smile and waved them away with a few thanks.

"Oh my goodness! Are you alright?" Serenity asked as she pulled her bags with her to the girl's unfortunate landing place. The girl simply got up out of the suitcases, dusted herself off, fixed her hair and peeked in her purse (probably to check that nothing inside was damaged).

"Oh yes, I'm fine. Sorry that had to be your first impression of me, but fine," the girls sighed. She then picked up the sign with Serenity's name on it and held it to her chest as she smiled a genuine smile like the whole thing had never happened. "Now how bout we start over, huh?" She held out a hand. "You're Serenity Wheeler, right? I'm Marinette Dupain-Cheng. It's nice to meet you."

"Likewise," Serenity said as she grasped Marinette's hand and shook it.

"Welp, let's get these bags into a taxi I have outside," Marinette said as she tucked the sign under her arm and started picking up a few of Serenity's suitcases.

"Are you sure?" Serenity asked, sounding a little concerned. "You just took a nasty tumble."

Marinette laughed. "Oh, trust me. I've had FAR worse tumbles than THAT! I'm fine, really."

She seemed pretty confident about that so Serenity simply shrugged and decided to help. The two picked up the trunks and took them to the taxi that Marinette had waiting outside to take them to her house. As they got there, the two put them in the back trunk of the car and then got in the back seat.

"Back to your place, _mademoiselle_?" the driver asked Marinette.

"_Oui_," replied Marinette. She then turned to Serenity. "You're going to LOVE my house. I'm so excited! I've never had a roommate before. I mean, I've had sleepovers with my friends, but never actually HAD any of them living with me. I mean…" she face-palmed. "Oh great. I'm rambling, aren't I?" she groaned.

Serenity giggled. "A tad, but that's okay. I'm excited too."

The bluenette smiled at the girl. Then she noticed Serenity's face looking confused.

"Are you alright, Serenity?" she asked concerned.

"I could've sworn I saw your purse… move a second ago," Serenity said.

Marinette's eyes opened slightly and flicked down to the purse next to her. She quickly put a hand on it and held it close. "Oh. That was probably moving because of the cab, you know?" she said hurriedly. She gave a smile and hoped inwardly Serenity would buy it. She seemed like a smart girl and the excuse was flimsy at best.

Thankfully though, Serenity just smiled at the bluenette and nodded. "Yeah, that was probably it. I mean, it's not like you're keeping an animal in there, right?" The two let out a laugh (though it was slightly strained on Marinette's part) and then Serenity turned to look at the window as the cab continued down to Marinette's house.

Since Serenity was looking the other way out the window so she didn't see Marinette's breathe a small sigh of relief. Peeking into the purse she found the little red Kwami asleep. Tikki must have moved a little too hard and moved the purse. It was then Serenity knew that she would have to be careful with Serenity around. When Alya or she and the other girls slept over, they were gone by the next day, so Tikki only had to worry about hiding for a night. Now, however, someone was to be staying a LOT longer than that.

Perhaps this having a roommate thing MAY not be quite as enjoyable as Marinette thought. Still, it just meant she'd have to adapt. She just hoped she could get through this semester.

* * *

Eventually, the taxi got to a stop near enough to the Dupain-Cheng residence. After getting the bags out of the car and paying the driver, Serenity admired the place from afar. "Wow! I wasn't told your parents owned a bakery!"

"Yep. Pretty neat, huh?" Marinette said proudly.

"I'll say. You get to have pastries and stuff often I bet."

Marinette scoffed. "Ha! Trust me. Working in this place is no picnic, especially during busy days. Maman and Papa need all the help they can get on those days."

"Well I'd be glad to help if you need it," Serenity said.

"That'd be great. Thanks," Marinette said with a smile to her houseguest.

"Well, well. Don't tell me I've been replaced in the best friend department," a voice called out. Marinette and Serenity turned to see another girl walking toward them. She was of seeming Indian descent around their age and had wavy and reddish-brown ombre hair which was slightly past her shoulders, the tips being a lighter shade of copper red. She also wore glasses and had a beauty mark over her right eyebrow. Her outfit consisted of a white tank top underneath a short-sleeved plaid shirt with white, orange, and purple stripes; light blue jeans, and white sneakers with black tops. Her cherry red lips held a joking smile.

"Oh, hi Alya. Let me introduce you," Marinette said. She gestured to Serenity. "This is Serenity Wheeler. Serenity, meet my best friend, Alya Césaire."

Alya looked at her with a thoughtful look then brightened. "Oh yeah. You mentioned a girl from Japan who was coming to stay with you and go to our school for a while." She held out a hand "Any girl who Mari likes as quickly as you, I think I'll get along great with. Put 'er there." The two then shook hands eagerly.

"Thanks," Serenity said with a smile. This was great. She'd just arrived in the city and already she'd made two new friends.

"Well if you don't mind Alya, we need to get Serenity settled in," Marinette spoke up.

"Say, would you mind if I helped you guys?" Alya asked. "You have quite a few suitcases there."

"Sure. Happy for the help," Serenity said. As the three girls grabbed a few suitcases, Serenity asked, "So, what your school like?"

"Oh it's okay as far as schools go. That's actually it across the street." Alya commented as she gestured with her head to the large building across from them. "Of course, it DOES have its moments."

Serenity frowned. "I guess you're talking about those bad guys that always seem to pop up, huh?" Marinette and Alya stopped shortly and looked at her with curious faces. Serenity shrugged. "I… might have heard about it."

Marinette sighed as they started walking to the bakery. "Pretty much. Though there are… OTHER things." The way she said the word "other" was with disgust.

Serenity looked to Alya with a curious look to which the bespectacled girl whispered, "I'll explain later."

Serenity simply nodded as they then started walking to the bakery. "So, it's pretty cool your house is right across the street from the school, Marinette" Serenity commented

Marinette nodded in agreement, "Yeah, it makes it easier to get to class on time."

"And yet you're late a lot of the time," Alya said with a small chuckle, "Seriously, where do you go those times, girl?"

Marinette seemed startled by her best friend's comment and became a bit nervous, "Uh…it's a secret," she quickly answered.

"Right," Alya replied, not entirely convinced. This side conversation seemed to confuse Serenity a bit, but her confusion soon passed as the three girls entered the bakery.

Serenity took a look around the place. It was filled with display cases of numerous types of pastries: eclairs, croissants, baguettes, cakes, cupcakes, cookies. It was almost enough to make Serenity's mouth water. And the smell wafting past her nose certainly didn't help. She'd always loved the smell of fresh baked bread.

Alya chuckled. "I know. Every time I visit this place, I get the same way. And I've been here more times than I can count."

Marinette giggled at that, then called out, "Maman! Papa! I'm back! And I've brought someone!"

"Just a moment dear," a voice from the back called out.

Soon, a slightly plump older woman of Chinese descent walked in from the back room. Serenity figured she was Marinette's mother.

"Oh hello, Alya," she said to the bespectacled girl who and smiled nodded a greeting in return. She then saw Serenity. "Ah! Is the exchange student?"

Yep. This is Serenity," Marinette said, introducing Serenity to her mother, "Serenity, this is my mother, Sabine Cheng."

"H-hello," Serenity nervously greeted Sabine.

"It's a pleasure to finally meet you, Serenity. We've been looking forward to you staying with us," Sabine stated, which caused Serenity to smile at the older woman. She then turned up the stairs leading up from the bakery and called up, "Tom! Come down! Marinette's here with Alya and the exchange student!"

"She is? I'll be right down," a voice called. Immediately, a thundering down the steps was heard and Serenity's eyes widened at who came down. An enormous man with a bushy mustache, wearing a white apron, and who easily dwarfed her and everyone else in the room in size. He nodded to Alya, then came over to Serenity and picked up her hand in his giant one, kissing it. "Tom Dupain. Co-proprietor of this place, Mari's father, and one of your gracious hosts_, mademoiselle_. At your service.

Marinette blushed and groaned at how silly her father was being but Serenity didn't mind, simply laughing. "It's nice to meet you, sir. I'm very grateful for you letting me stay here."

It's no trouble at all," Sabine said. "Now, you must be hungry after the long flight. I know airplane food NEVER fills you up. Either that or it sticks to your stomach. Let's get you something to eat. Tom, how about you take the suitcases upstairs? Leave them by Marinette's door and the girls can sort them out later."

"Of course," Tom said as he grabbed nearly all the suitcases at once, shocking Serenity. Such a large man, yet so gentle and kind.

"Well, wish I could stay, but I gotta get going now," Alya spoke up, "I need to get some stuff done for the Lady-Blog."

"Okay, see you tomorrow, Alya," Marinette said as her best friend began to leave.

"Yep," Alya agreed before turning to Serenity, "Nice meeting you, Seren."

She chuckled at the apparent nickname she'd been saddled with. "You too, Alya," Serenity said as Alya left the bakery. She then turned back to Marinette. "She seems really nice."

"Oh she is. A little too nosy for her own good sometimes, but she's the best friend I could ever ask for," Marinette said with a grin.

Serenity laughed at that, then asked, "What's the 'Lady-Blog'?"

"Oh, you'll see," Marinette told her with a hint of amusement.

A few minutes later, Marinette and the rest of the family sat at the table in the kitchen upstairs as she ate a meat pie and some French onion soup that Sabine had prepared for her.

"So tell us about yourself, Serenity," Sabine said.

"Well, I was born in Domino City, a bit near Tokyo." Serenity began, "but I grew up in the country with my mother."

"Why'd you guys move out of the city?" Marinette asked.

"It's a bit of a long story," Serenity explained, "but my parents got divorced when I was little, and the city was a bit expensive for Mom to stay."

Sabine and Tom looked at Serenity with a sad expression on her face, "Oh, we're sorry to hear about that, Serenity," Sabine said.

Serenity smiled back at Marinette's mother, "Thanks. But I'm glad that I could come here. After a few years in the countryside, it's nice to get back in the big city again. There are so many people."

"Yeah, but there are some people you'll wanna watch out for," Marinette explained.

"Really?" Serenity asked in surprise.

"Oh, don't worry, Serenity!" Tom told her reassuringly, "Our city is one of the safest in the world! Thanks to Ladybug and Cat Noir."

"Oh yeah, I heard about them!" Serenity said with a hint of excitement, "They're superheroes, right?"

Sabine nodded, "Indeed they are."

"They're the best superheroes in the world," Tom continued, "and we're lucky they're protecting us."

Serenity smiled again, but her smile soon faded at the sight of Marinette's face being a bit flushed, as if she was a bit uncomfortable with the conversation. "You okay, Marinette?" she asked.

"Me?" Marinette asked with a bit of surprise, "Oh yeah just fine, just a bit hot."

"Maybe you should go get some rest, dear," Sabine suggested.

"Maybe you're right, mom," Marinette agreed, "I think I'll take a little nap." The young girl then stood up, kissed her parents' cheeks, and went upstairs to her bedroom.

"Is she alright?" Serenity asked with concern.

"She'll be fine," Tom reassured her, "School can be stressful for her sometimes. Then again, sometimes she's late…of course, I can't criticize since I was like that too when I was her age."

Sabine then giggled at her husband's comment, "And that's how we met."

This new feeling of love and warmth made Serenity smile. It'd been a while since she had seen this kind of family affection.

Upstairs, Marinette closed her bedroom door and sat on her bed. Tikki then flew out from her hiding place she'd been in since Marinette let her out after returning home.

"Everything okay, Marinette?" she asked concerned.

"Yeah. I just needed to come up for a bit, Marinette reassured the Kwami.

"Oh that's good," Tikki said with a smile. She then frowned. "I'm so sorry again about moving, Marinette. I didn't mean to almost get you in trouble with Serenity."

"It's okay, Tikki. It wasn't your fault."

"Still we both need to be a lot more careful. Especially if Serenity is going to be staying here in your room"

Marinette frowned. "I was thinking the exact same thing back in the cab."

Tikki nodded and then said, "Marinette, Serenity definitely needs you to help her, especially with you-know-who."

"Right," Marinette groaned, "with Chloé…"

"Well yes," Tikki nodded in agreement, "but I was actually going to say Hawk Moth."

Marinette then gasped as she realized what her Kwami meant, "That's right! Serenity doesn't know about Hawk Moth! We have to do everything in our power to protect her, Tikki."

"Exactly," Tikki confirmed.

"But that also means protecting her from Chloé too," Marinette added, "You know how Chloé's responsible for more than half the Akumas in Paris."

"Which is why we can't let her hurt Serenity," Tikki said, "There's something special about her. I can sense it."

"Sense it? What do you mean, Tikki?" Marinette asked.

Tikki shook her head, "I don't know. It feels...ancient, but also familiar."

"Familiar?" Marinette questioned, "Do you think she has a Miraculous?"

"No," Tikki said, "this is different than a Miraculous, but it's very powerful." She then did something she rarely did; she shuddered. "And dangerous too."

"Dangerous?" Marinette asked shocked. She looked to the door as she heard Serenity and her parents laugh. Serenity didn't SEEM different. So what could possibly be different to make Tikki uneasy?

* * *

Meanwhile, in another part of the city, Adrien Agreste sat at his desk in his bedroom, deep in thought. Soon his Kwami, Plagg, came out of hiding and looked at him in confusion. "What's up with you?" he asked.

"It's nothing, Plagg," Adrien told him. "I've just got a lot on my mind, is all."

"Well, I know something that can help get your mind off of whatever it is," Plagg said with excitement before flying off.

"You're not gonna bring me another El Plaggo, are you?" Adrien asked in disgust.

"What?! Uh…of course not!" Plagg exclaimed. This was then followed by the sound of said Kwami stuffing his face. "What gave you that idea?" he asked with Camembert cheese in his mouth before swallowing and flying back over to his owner. "So, what's on your mind anyways?"

"Why my father won't let me have a normal life, why Ladybug won't love me, what happened to my mom," Adrien explained. "You know, normal teenage stuff."

"None of that sounds like 'normal teenage stuff.'" Plagg commented, making air quotes as he said the last part.

"How would you know?" Adrien asked. "YOU'VE never been a teenaged boy before."

Plagg shrugged from his owner's comment as he simply said, "I watch a lot of TV."

"No surprise there," Adrien said as he rolled his eyes. "But I just wish I had someone to talk to about it."

"You've got me, you know," Plagg commented.

"Yeah, but someone who can give expert advice to me about it," Adrien pointed out.

"Hey!" Plagg exclaimed before he began to think it over, "…Okay, good point. Well, how about that new exchange student who's gonna be in your class tomorrow?"

"You mean the one that's staying with Marinette's family?" Adrien asked, "I don't know, Plagg."

"What are you worried about?!" Plagg said. "She might be a good listener, and if you're lucky, you might get another lovebird out of her."

"You do remember I love Ladybug, right?" Adrien asked.

"Yeah, but when do you think THAT'S ever gonna happen?" Plagg pointed out.

"I still have hope, Plagg," Adrien explained. And he did have hope. Despite all the times Ladybug had turned Adrien down when he was Cat Noir, he still hoped the day would come when she finally loved him like he loved her.

"Fine," Plagg said with a sigh. "You could still try to make a friend out of her. What's her name again?"

"Serenity Wheeler," Adrien answered before realizing something. "Wait a minute! Where have I heard that name before?"

"Heck if I know," Plagg commented.

Adrien then logged onto his computer and searched for Serenity Wheeler's name. Within moments, the results came in, confirming Adrien's suspicions. "Of course! She's Joey Wheeler's sister!"

"Who the heck is Joey Wheeler?" Plagg asked in dry confusion.

"He's the third best Duel Monsters player in the world," Adrien explained, "Second Place in the Duelist Kingdom Tournament and Fourth Place in the Battle City Tournament."

"And you know this how?" Plagg asked again in the same tone.

"I've been a big fan of Duel Monsters ever since my mom taught me before she disappeared," Adrien said. "Plus, I have a lot of respect for Joey. He dueled in Duelist Kingdom to save his sister's eyesight because she needed an operation. Wow, and his sister's the same girl coming to our school."

"Oh my!" Plagg said with a smug attitude. "It sounds like you might have a crush on her."

Adrien then looked at Serenity's picture on the computer and shrugged, "Well, she IS cute, no doubt, but there's only one girl for me."

Suddenly, Plagg groaned in disgust from his owner's words. "All this lovey-dovey stuff is making me nauseous! I need Camembert!"

Adrien then rolled his eyes again. Plagg would never change. Suddenly, though, there was a knock on Adrien's door.

"Plagg, hide!" Adrien whispered as Plagg hid in his jacket. "Come in!" Adrien said as his door opened and his father, the world-famous fashion designer, Gabriel Agreste, entered.

"Is everything alright, father?" Adrien asked nervously.

"I thought I heard you talking to someone, Adrien," Gabriel spoke.

"Oh, it's nothing to worry about, father," Adrien lied. "I was just talking to myself."

"To yourself?" Gabriel asked suspiciously.

"Yeah," Adrien nodded, "Sometimes I like to talk to myself to help process my thoughts."

"I see," Gabriel said, not entirely convinced. He then noticed Serenity's picture on his son's computer screen "Who is that girl, Adrien?"

"Oh, her name's Serenity Wheeler, she's a girl who's gonna be an exchange student at my school," Adrien explained. "She's the younger sister of Joey Wheeler, the third best Duel Monsters player in the world."

"Duel Monsters?" Gabriel asked. "That card game your mother taught you before her disappearance?"

"Yeah!" Adrien said in excitement, "I kinda think it's cool how she's coming to the school."

"Perhaps," Gabriel said, "but I wouldn't try getting too close to her, Adrien."

"What?" Adrien asked his father in surprise, "Why not?"

Gabriel frowned. "I may tolerate your love of the game because of your mother's memory, but from I've read, for a good few years it's caused nothing but trouble. How a simple card game could become such a silly fad all over is beyond me."

Adrien rolled his eyes slightly. "I don't see Maximillian Pegasus complaining, Father. It's gained him quite a bit of money."

Gabriel groaned in disgust. "Pegasus. Such an idiot if I ever saw one. Still, his fashion sense is about the only ounce of respect I have for him."

Adrien nodded. He had actually met Pegasus once during a party. He was… interesting to say the least. A bit off in his own world, so to speak. Then again, Adrien supposed you would HAVE to be to make something like Duel Monsters.

"Still," Gabriel continued, "have you forgotten what happen only about a year ago when all those insane Duel Creatures or whatever popped up out of nowhere? That was Seto Kaiba's doing. I know it. His foolish dueling system went haywire and caused it. I don't care what he said about it not being his fault!"

Again, Adrien simply nodded. If there was one person in the business world not related to fashion his father despised more than Pegasus, then it was Kaiba. And Adrien couldn't blame him. He'd met Kaiba at the same party as Pegasus and he was without a doubt worse. His attitude could've made Gabriel seem warm and cuddly. Plus, a lot of his comments about Joey were really negative, calling him a third-rate Duelist who didn't deserve to get as far as he had in the Dueling world. Hadn't he'd heard about how he'd saved his sister from going blind!? Sheesh!

Still, from what he'd read, he supposed he couldn't blame him for acting the cold way he did. According to his readings, Seto's father, Gozoboro Kaiba, was even WORSE than his son. He'd adopted Seto and his younger brother, Mokuba, and then pushed them both in worse ways than Gabriel did him. While he hadn't met the man himself (as he had passed long before Adrien was born), Gabriel had and he had spoken of the man with a loathing he'd never even heard him talk about for his worst rivals. If Adrien didn't know that his father only did the things he did out of real love for him, no matter how cold they may have been, he would probably have ended up like Seto Kaiba himself.

"Still, at least he didn't turn out like his father," was all Gabriel said. He then turned to Adrien. "Duel Monsters may be enjoyable Adrien, but if you ask me it's nothing more than a waste of time that seems to be taking up everything in this world these days."

"But Father-" Adrien started to protest.

"I have to make an important phone call now, Adrien," Gabriel interrupted. "Don't forget to practice your piano before going to bed."

"Yes, father," Adrien sighed. Just then as Gabriel left the room, Plagg came back out of hiding.

"Geez. Talk about a killjoy," Plagg grumbled as he crossed his arms. He then saw Adrien's long face and flew up to him. "Hey. Don't let what your old man said get you down, kid. I for one think this whole 'Drool Monsters' thing sounds kinda cool."

Adrien smiled and laughed at what the Kwami said. "It's DUEL Monsters, Plagg."

"Whatever. SO, you have any of those cards for the game. Gabriel said your mom taught you how to play."

"Yeah actually," Adrien said standing up from his bed and going over to a poster of Ladybug on his wall. Plagg rolled his eyes at that as Adrien lifted it up an revealed a safe.

"My dad may not have liked Pegasus much, but Mom liked him. They were pretty great friends. Probably because his wife died a while back," Adrien commented as he opened the safe and got out something wrapped in cloth.

Plagg peeked over his shoulder. "Those the cards?"

"Yep. Mom got packs of cards from Pegasus as gifts and she in turn gave them to me and taught me how to play the game."

He went to his bed and set them down gently. "Here. You can take a look if you like. I need to start practicing anyway. Just be real careful with them.

"Got it," Plagg said saluting. As Adrien walked over to his piano and started playing his music, Plagg carefully unwrapped the cards and then spread them out slightly. On them were numerous different artworks, many of them EXTREMELY surreal and sometimes frightening.

_Yeesh. These are faces only mothers could love,_ Plagg thought with disgust at seeing a few of the pictures. _Although, for some weird reason, these guys look kinda… familier._

Suddenly, Plagg's eyes widened in shock. He floated up to get a better look. He let out a small gasp.

_No way! It CAN'T be! What was that Pegasus looney THINKING!?_

* * *

A few minutes later, Gabriel stood at his computer in his office when he hears a knock on the door.

"Come in," he instructed. His assistant, Nathalie, then walked in. "You have the file I asked for?" he asked.

"Yes," Nathalie said as she handed him the file.

"Good," Gabriel said as he began to look over the file. It was on the Wheeler siblings, including Joey's school grades (which weren't too impressive really), Serenity's medical records, and more recently, the results of Joey's past duels and the record of Serenity's eye operation. "I'm going to have to keep an eye on her while she's in Paris," Gabriel spoke up after closing the file, "If you will excuse me."

"Of course, Mr. Agreste," Nathalie nodded as she left the room. Gabriel then turned back and looked at the portrait of his missing wife, Emilie, on the wall.

* * *

Later that same evening, Marinette and Serenity were getting ready for bed when Marinette spoke up. "So, nervous about tomorrow?"

"A little," Serenity confirmed.

"Don't worry, Serenity, you'll be fine," Marinette reassured her before she remembered something important. "Just watch out for Chloé."

"Who's Chloé?" Serenity asked.

Marinette then took out her class photo and showed it to Serenity, pointing out a girl their age with blonde hair worn back in a ponytail. "That's Chloé."

Serenity shrugged, "She doesn't look so bad."

"Trust me, Serenity, you don't wanna mess with her," Marinette began. "She's nasty to EVERYONE. She thinks she can get anything she wants because she's the mayor's daughter! She just always wants to be on top!"

"She reminds me of Seto Kaiba," Serenity commented.

"You mean the former Duel Monsters champion?" Marinette asked.

Serenity nodded, "Yeah, he always tries to do everything he can to get his title back in order to beat Yugi Muto. He always looks down on everyone but his brother, Mokuba. He calls my brother Joey a third rank duelist even though my brother has proven himself enough times that he's a great one. After all, if it weren't for Joey I would've gone blind."

Suddenly, Marinette's eyes widened in shock by Serenity's words, "Wait, back up a sec, you almost went blind?!"

Serenity fell silent for a moment, but then began explaining her story to Marinette, "Yeah. See, growing up my eyes weren't the best. I was born with a rare cancer in my eyes that would've caused me to go blind and eventually a lot worse. It was one of the many reasons my parents divorced, because a lot of our money went to my doctor's appointments and medical bills."

"Oh man, I am so sorry, Serenity," Marinette apologized.

"It's okay, Marinette," Serenity reassured her. "Just as I was about to lose my eyesight for good, my brother Joey entered the Duelist Kingdom Tournament and won three million dollars for an operation that saved me from going blind."

"Wow," Marinette said, "he must really care about you."

"He does," Serenity said with a smile.

Just then, Marinette noticed something in Serenity's backpack. "What's that?" She asked, pointing it out.

"Oh this…" Serenity said as she took one of the packs of Duel Monster cards out of her backpack, "Just some duel monster cards Joey got for me before I left Domino."

"Wow, you have a nice brother," Marinette commented.

"Yeah, he's the best," Serenity said. "Want to open one?"

Marinette nodded, "Sure. And hey, maybe you can teach me how to play Duel Monsters."

"Maybe, but I'm still learning too," Serenity mentioned as she handed a pack to Marinette.

Just then, Tikki poked her head out from Marinette's purse and smiled at the sight of the two girls getting along so well. But as she watched Marinette open the pack of cards, she looked more closely at them. As if they were familiar to her. And then it hit her. _Wait a minute…_ She thought. _Those look like…_

* * *

Meanwhile, in his secret lair, Gabriel looked out the window at Paris and held in his hands a pack of Duel Monster cards. He then opened the pack and examined the cards as his own Kwami, Nooroo, came out of hiding.

"Is something wrong, master?" Nooroo asked.

"What can you tell me about these cards, Nooroo?" Gabriel asked.

Nooroo looked at his master in confusion, "Cards, master?"

Gabriel nodded, "Yes, you remember what Adrien told me about that girl coming to his school, how her brother is a champion at this game? I want you to tell me if there's anything special about them."

"Well, I don't know if I can be of any help here, but-" Just then, Nooroo took a closer look at the cards and his eyes suddenly widened in realization. "Wait!" he exclaimed, "Those cards do look familiar, master!"

"Do they now?" Gabriel asked with a bit of surprise.

"Yes, they look almost identical to the Shadow Game tablets," Nooroo explained.

"Shadow Game tablets?" Gabriel asked, "You'll have to explain more, Nooroo."

Nooroo then began explaining, "Long ago, when the pyramids were still young, Egyptian kings played a game of great and terrible power." Gabriel listened with interest as his Kwami continued, "They did battle with magic and monsters for riches and glory. But from these 'Shadow Games' erupted a war that threatened to destroy the entire world, until a brave and powerful Pharaoh locked the dark magic away, imprisoning it for all eternity within the seven mystical Millennium Items."

"And what does that have to do with these cards?" Gabriel asked.

"The monsters on them look just like the ones used in the Shadow Games," Nooroo continued, "You see, master, when the Pharaoh created the Millennium Items, he also imprisoned the monsters in stone tablets. Powerful sorcerers would use their magic to summon the monsters from the tablets to do their bidding."

"Then it would seem that these cards are the Shadow Games reinvented for the modern age," Gabriel stated, "These Millennium Items, are they as powerful as the Miraculous?"

Nooroo nodded, "Yes, but in order to obtain one, you must defeat it's keeper in a Shadow Game."

"I see. But no matter," Gabriel said. "Once I have Ladybug and Cat Noir's Miraculous, the Millennium Items will be insignificant compared to the absolute power I'll be granted. But even so, we should keep an eye on Miss Wheeler." Suddenly, Gabriel's brooch started glowing purple, causing him to smirk, "Speaking of which…"

"The Akuma has found a host?" Nooroo asked.

"Indeed," Gabriel confirmed, "We'll have HIM go after the Wheeler girl, and when he does, Ladybug and Cat Noir will no doubt come to the rescue. Nooroo…Dark Wings! Rise!"

As Gabriel finished speaking, Nooroo was sucked into his Miraculous, transforming him into Hawk Moth.

* * *

Meanwhile, on the other side of the city, Josh, a fourteen-year-old boy with jet-black hair was setting up a prank when his mother, Lisa, walked into his room.

"Josh, time for dinner," she said.

"Coming mom," Josh responded before heading to the dining room and sitting at the table. Eventually, his younger sister Sydney walked into the room.

"Mom, I got an A on my paper!" she excitedly exclaimed.

"Of course you did," Josh commented sarcastically. "If you ask me school isn't important. Not like we need to know this stuff. All we do is listen to the teacher and then do homework and that's it. What's the point? Life should be about having fun while you have the chance."

"Oh you're just jealous cause I'm smarter then you!" Sydney teased.

"No you're not!" Josh shouted.

"Okay, that's enough! Both of you!" Lisa scolded both of them. She then smiled at her daughter. "That's great that you got an A, Sydney. Now have a seat."

Just as Sydney sat down, she yelped as a buzzing sound erupted from the chair. "YOW!" Sydney yelped, causing her brother to laugh hysterically.

"Oh, so you think that's funny?" Lisa asked, "Well, let's see how funny you think going to your room without dinner is! Now go up and do your homework!"

"But Mom!" Josh protested.

"Now!"

"Fine!" And with that, Josh stormed off and went to his room, slamming the door behind him. Once there, he started to feel guilty for laughing at his sister, but was still angrier with his mother for punishing him. He then sat at his desk and started doing his homework on the French Revolution, but then groaned in frustration over the assignment.

"Who cares when the French Revolution was?! I'm not gonna need history in the future! Just cause I laughed for a few seconds means I get into trouble?! Ugh!" He then threw his papers off the desk and grabbed his Joy Buzzer from inside a drawer and put it on to try to calm down, but to no avail. "I wish my family could have a sense of humor."

Just then, the Akuma that Hawk Moth had released earlier that day flew into his bedroom and entered the Joy Buzzer. Josh then heard a dark voice in his head speak to him.

"Class Clown, I am Hawk Moth," the voice spoke. "I give you the power to destroy pointless education from the inside out so your family will get the joke. In return, you must find someone for me, and should Ladybug and Cat Noir come to her rescue, you will bring me their Miraculous."

"Alrighty then, Hawk Moth!" Josh said with a smirk before the Akuma began to transform him into Class Clown.

**A/N: Autobot00001 gave me the idea to change Josh's mom's name from Sydney (his original name for her) to Lisa in honor of Lisa Ortiz, Serenity's voice actress. You may also know her as Amy Rose from "Sonic X." **


	3. Chapter 3

_Serenity stood in a dark place. She couldn't see anything, not even her hand in front of her face. She couldn't remember how she'd arrived there. The last thing she remembered was falling asleep in Marinette's bedroom._

_"Hello?!" Serenity called out as she started to panic, "Can anyone hear me?! Marinette?!"_

_Suddenly, Serenity heard a voice, _

_**"You're my inspiration, Serenity."**_

_Recognizing the voice as her brother's, Serenity let out a gasp. "Joey?! I-is that you?!"_

_But before the young girl could do anything, there was a flash of light and Serenity was standing in a familiar setting. It was the hospital room she stayed in the day she had her eye operation. Serenity looked over on the bed and saw herself sitting on the bed, crying her eyes out. That's when it hit her. Serenity was seeing a vision of the day of her operation._

_Suddenly, she heard Joey's voice again, this time outside the door, "You're more than just my little sister! You're my friend and I'm not going to abandon you! So open this door and give your big brother a hug!"_

_Serenity then watched as the other Serenity got up and opened the door. She then looked to see the warm smile on Joey's face. "That's it."_

_"Joey!" The other Serenity then sprung forward with tears in her eyes and hugged her brother tightly._

_"I remember this day..." Serenity said to herself._

_**"As you should, my dear,"**__ said an unfamiliar female voice all of a sudden._

_Serenity jumped a bit and quickly looked around, "Wha-! Who said that?!"_

_**"You and your brother have an unshakable bond,"**__ said the voice again._

_There was another flash of light, and suddenly Serenity found herself standing on a beach at sunset, watching as two children built a sand castle. She could recognize them as herself and Joey. She also recognized the beach and instantly knew what the memory was. It was the day the two of them went to the beach. Serenity loved that memory, but it was also sad for her since the next day she and Joey were separated by their mother, Lynn._

_"What a great day!" exclaimed young Joey, "We gotta come back here!"_

_"But how?" young Serenity asked sadly._

_"Don't worry," her brother reassured her, "Even if mom and dad do get divorced, and we do have to live apart, I'll still take you back to this place someday."_

_"You promise?!" young Serenity asked in excitement as she held out her pinkie. Young Joey then extended his own pinkie out and hooked it up to hers._

_"Yeah...I promise."_

_Suddenly, the vision ended and Serenity found herself in the dark place again, but this time she could see herself. She then felt tears start to stream down from her eyes. "I'll never forget that..."_

_**"You have a great connection with your brother, Serenity,"**__ the voice once again spoke, "__**You both needed each other then, and you'll need each other again soon."**_

_"But...who are you?!" Serenity asked, "Why are you telling me this?!"_

_**"Be patient, my child,"**__ the voice said, __**"In time, I will reveal myself to you. But for now, you must be strong, and embrace your gift."**_

_"Gift?" Serenity asked in confusion, "What gift?"_

_Suddenly, Serenity heard Sabine's voice, _

_**"Girls! It's time to get up!"**_

* * *

Serenity jolted awake and quickly took in her surroundings. She was on a futon in Marinette's bedroom. Was it really a dream, or was it something else? Serenity didn't know, but she didn't have much time to think it over as she heard Sabine's voice call out again, "Serenity! Marinette! It's time for school!"

"Okay! Thanks," Serenity said with a bit of a groan as she got out of bed, "We'll be down soon!"

Serenity then went about getting ready. She grabbed her clothes that she'd set out the night before and went into the bathroom to get dressed and brush her teeth. She splashed some warm water from the sink to wake herself up. She then got dressed and brushed her teeth. Just as she finished and went in the room to wake up Marinette (who was still snoring away, completely oblivious to the fact her mother had called), she noticed something underneath Marinette's computer. Curious, she tiptoed over, being careful not to wake Marinette, though with how loud her snores were, Serenity doubted she would've heard anyway.

Upon reaching the desk, Marinette carefully bent down to pick the object up. She looked at what she was holding and her green eyes widened as she looked at it. It was a photo of a boy. A very handsome one at that. He had sunny blonde hair, striking jade eyes and a smile that could turn any girl's legs to jelly. What was more shocking was the fact that it had HEARTS on it. Serenity looked at the picture a bit more scrutinizingly before she realized she had seen the boy's face before. This was Adrien Agreste, the fashion model. She had heard some girls at school swooning over a picture of him in another girl's locker. Serenity looked at the picture with the hearts on it, then back to the bluenette snoring up in her bed. Serenity's face slowly grew into a smile as it all clicked. So her friend had a crush on the model herself. Well given Marinette's love of fashion herself, she was bound to have a crush on some cute male model, but she definitely set her sights high with Adrien.

"Girls, breakfast is going to get cold," Sabine's voice called up. Serenity jolted out of her thoughts as she looked to the girl in the bed. She then climbed the ladder and began to gently nudge her new roommate awake.

"Come on, Marinette, wake up," she said.

"Five more minutes..." Marinette groaned.

Serenity could instantly tell that Marinette wasn't a morning person, which in a way reminded her of Joey, who always had trouble wanting to get up early when they were little. But Serenity still couldn't let Marinette be late for school. She had to think of something. Just then, Serenity at the picture she still held in her hand of Adrien Agreste. The young girl smirked as an idea came into her head.

"Suit yourself, Marinette," Serenity began, "I'll just tell Adrien to come back later."

As if on cue, Marinette's eyes widened and she sprung forward with a yelp. She would've fallen down the ladder had Serenity not caught her at the last second.

"Serenity!" Marinette exclaimed in surprise before she began to laugh sheepishly, "Uh…who told you about Adrien?"

"Well, I already knew he existed before coming here," Serenity explained, "but I figured out your little crush on my own." She held up the photo to Marinette and waved it at her. "I found this under your computer desk. Those hearts on it told me the WHOLE story."

"WHAT?!" Marinette exclaimed, grabbing the photo from Serenity's fingers and stared horrified. "Oh man! I thought I'd hidden all those things!"

Just then, Serenity put her hand on her roommate's shoulder reassuringly. "It's okay, Marinette. Having a crush on a famous guy is nothing to be ashamed of. Loads of girls our age go through something like this."

Marinette sighed. "Yeah, but THOSE girls don't have to go to SCHOOL with said famous crush. Or even be FRIENDS with him."

"Wait. You mean Adrien Agreste is actually GOING to OUR school!? And you're FRIENDS with him!?" Serenity asked, shocked. Marinette nodded.

"He arrived last year. Apparently he was able to convince his father Gabriel to let him attend. And he's best friends with Alya's boyfriend, Nino, so we kinda all hang out together."

"Wow," Serenity said. "That's pretty cool." She then frowned. "So I take it he doesn't know a thing about your liking him, huh?" Marinette shook her head sadly. Serenity smiled. "Well in that case, I'll keep your secret and you can tell him when you're ready."

Marinette smiled at Serenity. "Thanks."

"So," Serenity said, jumping down from the ladder. "How about you get ready and I'll meet you downstairs?"

"Sounds good," Marinette said, moving to get out herself.

* * *

Serenity went downstairs where Sabine was at the table. Tom wasn't there, most likely getting the bakery ready for the day.

"Oh good, you're up," she said with a smile. "Tell me, is Mari up too?"

"Yep. I managed to get her up," Serenity responded.

"Wonderful. Oh, by the way, some packages came for you last night, Serenity," Sabine said as she handed Serenity two packages; one big and one small. "Which is unusual because the postal service doesn't usually run that late."

"Really? Who're they from?" Serenity asked.

"Someone named Maximilian Pegasus. Do you know him?"

"Wait, did you say 'Pegasus'?" Serenity asked. Sabine nodded quirking an eyebrow. "Er, yeah I do know him. He's the creator of the card game Duel Monsters. I've never met him in person, but my brother Joey and his friends have." She paused and looked down a bit. "It… didn't go so well."

"I see," Sabine said, obviously not really. "But if you don't know him that well, why would he be sending you packages Serenity?"

"Who's sending Serenity packages?" Marinette asked as she came down the stairs, adjusting her hair into its cute pigtails.

"Serenity apparently got two packages from a big-shot game designer her brother and his friends know; a Pega-something or other." Sabine explained.

"Wait. You don't mean Maximilian Pegasus? As in the maker of Duel Monsters himself, do you?" Marinette asked.

"Yes that's it," Sabine said. "Now, I've been keeping breakfast warm for you girls. I'll go and get it." With that, she left the two girls staring at the package in Serenity's hands.

After a few seconds of just staring Marinette said, "Well, let's not just stand staring. Let's see what's inside."

Serenity then set the packages on the table and opened the smaller package first. In it was something strange. It was an old VHS tape. Serenity picked it up and carefully looked at it. It may have looked normal but Serenity was still extremely nervous holding it. She remembered Joey telling her about how Pegasus under the Millennium Eye's influence had sent a tape just like this one to Yugi after he beat Kaiba the first time and then used said tape to steal Yugi's grandfather's soul. The fact Pegasus sent her one made her a bit uncomfortable too. How did he even know where she was staying? Did Joey tell him? Even though Joey and his friends still didn't quite like Pegasus, they had started getting along with him a bit more once it was shown he was no longer evilly crazy anymore. No, he probably didn't. But still, it was so strange especially since she and Pegasus had never even met in passing.

Marinette then broke her concentration by plucking the tape from Serenity's hand and looking it over.

"Huh. Weird," she murmured as she shook it. "I haven't seen one of these in ages. Talk about old fashioned."

"I actually used to use them myself," Serenity said. "I used to use an old video camera, VCR and blank tapes to send Joey messages back when I didn't see him much. I couldn't afford a really good phone or a computer camera and it was sort of our way of staying in touch."

"Really?" asked Marinette.

"Yep, but since I started seeing Joey more often, I stopped making them. The last one I made was right before my operation. It was how Joey found out how sick I was."

Marinette nodded then looked at the tape with confusion. "Still, how does he expect us to PLAY this thing? We got rid of all our old tapes after our VCR got so old it began EATING our tapes whenever we tried to rewind them. And when that happened, we got rid of the VCR."

"Maybe someone has a still working one we could use? Alya maybe," suggested Serenity.

"Nah," said Marinette, shaking her head. "Alya doesn't have one either."

"What are you two talking about," Sabine asked as she came out with a plate of hot croissants.

"Pegasus sent Serenity a VHS tape in one of the packages, Maman," Marinette said, holding it up to show her.

"Really? Goodness, I haven't seen one of those in AGES! But how does he expect it to be played? Very few people have working VCR's anymore."

"Well figure it out another time. Right now, let's look at the other one," Marinette said as she put the tape back in the box and went to the bigger package.

Serenity then looked at the package and saw a note on top She took it off and looked at it. "'Just in case,'" she read it aloud.

"What does that mean?" Marinette asked in confusion.

"I don't know," Serenity said as she opened up the package. As she opened it, she gasped.

"What is it?" asked Sabine concerned. She and Marinette both looked in the box and their jaws dropped as well. Inside was an assortment of Duel Monster cards.

"Wow! That's sure a boatload," Marinette exclaimed.

"I'll say," Serenity agreed. "There are Spells, Traps, Magic, and loads of Monst-" Suddenly, she stopped and her eyes widened as one card in particular caught her attention, "It…it can't be."

"What is it?" Marinette asked.

"It's a Red-Eyes Black Dragon," Serenity said as she showed Marinette the card. "Just like the one my brother has."

My goodness, he certainly is a fierce looking fellow," Sabine commented. "Well how about you girls start eating before the rolls get cold again? I'll go see if Tom needs any help." With that she left the two to their own devices.

"Why would he send you that?" Marinette asked again as she buttered a roll.

"I honestly have no idea," Serenity responded before a smile grew on her face, "But I'm glad he did."

* * *

After a quick breakfast, Marinette and Serenity left the bakery and went across the street to Marinette's school. As soon as the two girls walked through the doors, Serenity stood still for a moment to take in the giant courtyard that was made to look like gymnasium. She figured that was one of its purposes.

Wow," was all Serenity could say. She was selected to come HERE?

"You like it?" Marinette asked.

Serenity nodded to her roommate, "Yeah, it's a lot bigger than my regular school."

"Then I think you were meant to come here," Marinette commented with a smile. In that moment, Serenity felt like the luckiest girl in the world. While her old school wasn't the worst in the world, Serenity didn't really feel at home there. It could've been that she didn't have that many friends there, or maybe it was the separation from Joey that made her feel uncomfortable, despite his visits. Whatever the case, Serenity felt more at home at Françoise DuPont than at her old school. Even if she didn't have Joey and the gang with her, she still had Marinette. And Serenity knew that she was bound to make more friends at her new school.

Suddenly, Serenity was snapped out of her thoughts as she and Marinette heard a familiar voice. "There you girls are!"

The two girls turned to see Alya, and standing with her was a boy. He had dark skin and glasses like Alya, and wore a red baseball cap and a blue t-shirt with the image of a blinking eye on it.

"Oh hey, Alya!" Serenity greeted Marinette's friend, having the feeling that they'd probably end up being friends too.

"I couldn't help overhearing that you like it here, Serenity," Alya said.

Serenity smiled again, "Yep."

"Well, that's good," Alya continued, "Like I said, it can get a little crazy here sometimes, but we'll look out for you."

Serenity smiled at her in thanks.

"So, this the girl you were telling me about, Alya?" the new boy asked.

Alya nodded. "Yep. This is Serenity Wheeler."

The boy held out a hand. "Nice to meet ya, Serenity."

"Oh, thanks, uh..." Serenity then embarrassingly realized that she didn't know the boy's name.

Marinette must have sensed that because she spoke up then. "This is Alya's boyfriend, Nino."

Serenity's eyes then widened in remembrance as she exclaimed, "Oh yeah. Marinette mentioned you in passing. It's nice to meet you too." She then grasped Nino's hand and shook it.

Marinette smiled at how great Serenity was getting along with her friends. If she was this great with Alya and Nino, she was sure her other friends would be no problem. She then frowned and looked around. "Uh...where's Adrien?"

"Right here, Marinette."

At the sound of the voice behind her, Marinette jumped with a yelp of surprise. She and Serenity both turned to see the same boy from the photo standing there behind them with that same smile. "Sorry about that," he said with a chuckle.

"Oh, uh, i-it's alright, Adrien! Uh...I was just, uh...worried! Not that I worry about you. I mean, not unless you want me to. I mean..." Marinette then groaned and turned away slightly.

Adrien Agreste looked at her oddly. "Oookay?" He then saw Serenity and his eyes widened. "Hey! You're Serenity Wheeler, right?"

Serenity was surprised that a famous celebrity would know who she was but nodded. "Yeah. Heh, I guess everyone knows I'm here, huh?" she asked with a chuckle.

Adrien shrugged. "Well yeah, but I'm also a huge fan of your brother's."

Serenity was shocked at this news. "You are?!"

Nino looked at Adrien oddly. "Uh, dude, how are you a fan of her brother's? You just MET the girl. Sounds kinda stalkerish, ya know?"

Adrien chuckled at his friend's statement. "Nino, she's Joey Wheeler's sister. He's the third best Duel Monsters player in the world."

"Seriously!" Nino exclaimed. "Wow! That's pretty sweet."

"Wow," Serenity said. "I didn't think Joey had any real fans, let alone a famous super model." Adrien rubbed the back of his neck sheepishly, obviously guessing that was where Serenity knew him from. In fact, aside from a boy I met in the hospital after my operation, I've never met another big fan of his. A few small ones here and there, but-"

"Wait, hold on," Alya said, making the "time-out" sign, "Operation?"

Adrien nodded. "Yeah, Serenity's brother won three million dollars for an eye operation for her when he came in second place at Duelist Kingdom. It's so cool that he did that. From what I read, he was just sort of a major rookie at the time."

Serenity nodded and smiled at the nice words. "So I'm guessing you play too?"

"Oh yeah," Adrien said. "My mom knew a bit about the game as sort of a hobby and she taught me to play it."

"Neat. I mean, I'm still learning myself, but maybe we could get together for a duel," Serenity said.

Adrien smiled. "Sure, I'd like that. Assuming my father lets me out of the house for a change." He said this with a sarcastic tone and an eye roll.

Serenity looked at him confusedly. "Why wouldn't he let you out of the house?"

Nino jumped in, a bit of a grumpy look on his face. "It's a long story, but the short version is Adrien's dad is a HUGE control freak."

Serenity's eyes widened. "Oh."

Adrien gave a small smile. "It's okay. It's annoying, sure, but I've kinda gotten used to it."

Serenity frowned at that. It was clear despite what Adrien said, he wasn't really.

Alya then broke her out of her thoughts. "Hey guys, I hate to interrupt, but we'd better head to class now. After all, wouldn't want Serenity to be late for her first day, would we?"

Marinette then seemed to notice the time too. "Sure, I'll meet you guys there; I gotta go put my backpack away. Oh, and Alya, ask Miss Bustier that Serenity can sit with us, won't you?"

Alya quirked an eyebrow at the statement. "You sure, girl? I mean, I know we're all friends now, but shouldn't Serenity be allowed to sit wherever she wants?

Marinette then leaned in and whispered in Alya's ear, "Chloé."

Alya's eyes widened in realization. "Oh. Yeah, good point."

Serenity looked at them in confusion but thought nothing more.

Alya then grabbed Serenity's hand and led her in a different direction. "Well, come on, Serenity. We'll take you to the classroom now."

"Okay," Serenity said as the group walked down the hall as Marinette walked away in the other direction.

Alya, Adrien, and Nino took Serenity to a classroom nearby, which Serenity assumed was homeroom.

Inside, a good few other students were already there. A pretty young red-headed woman in a blue woman's suit stood at the front of the class. She clapped her hands and called, "Alright everyone, take your seats, please." She then saw Serenity and smiled. "Oh, you must be Serenity."

"Yes, I am," she said nodding.

"It's a pleasure to meet you, _cher_," the woman said happily. "I'm Madame Bustier, and I'll be your homeroom teacher while you're here."

"_Merci_, Madame Bustier," Serenity said.

Madame Bustier smiled at Serenity's response. "You're quite welcome. Now go ahead and pick a seat."

"Uh, Madame Bustier," Alya quickly interrupted, "would it be okay to let Serenity sit with Marinette and me? She went to put her book bag away."

Madame Bustier frowned a bit and tapped her chin in thought. "Well, normally we only allow two students per desk, but seeing as how this is a special occasion, I don't see why not." Her friendly smile then returned. "You can go ahead and sit at their desk, Serenity."

Serenity smiled happily. "Okay." She then went over and sat down next to Alya. "Thanks, Alya," she said.

Alya scoffed, "Don't thank me, it was Marinette's idea. I just happened to agree to it."

The happy conversation however was interrupted by a voice speaking up behind them. "Well, well, well. What do we have here?"

The two girls looked up to see a blonde girl dressed in an eye blinding yellow jacket, her sky blue eyes looking scathingly down. Alya glared at her.

"You must be the exchange girl that's staying with Marinette," the girl said to Serenity.

"Y-yeah, I am," said Serenity nervously.

"Leave her alone, Chloé," snapped Alya.

Oh right. Serenity remembered seeing Chloé's picture last night when Marinette showed her. The girl in question rolled her eyes and scoffed. "Oh, calm down, four eyes! I haven't even done anything to her."

"Not yet," Alya muttered drily.

Chloé glared at her. "And what's THAT supposed to mean? In case you haven't noticed, I'm trying to turn over a new leaf and I think I've been doing pretty good." She said this bit rather proudly.

"Chloé, one day of being nice doesn't technically mean you've changed completely," Adrien stated with a frown.

"Baby steps, Adrikins," Chloé said sweetly to the fellow blonde, who simply gave a tiny smile and shook his head before looking away. Chloé then looked at Serenity with a hard glare, "Since you're new here, I'll give you a piece of advice; stay out of my way and we'll get along just fine. Got it?"

Serenity nodded nervously. At that, Chloé gave a smile that was one part condescending and another part satisfied. "Good," she said. She then went back to talking to a mousey looking red-headed girl with glasses next to her. Or rather, SHE talked and the girl just listened.

Serenity leaned forward. "Wow! Marinette wasn't kidding about her."

Alyalooked at Serenity sympathetically, "She already told you about her, huh?"

Last night, yeah. I didn't believe anyone could be THAT nasty. Guess I was wrong."

Alya patted her on the shoulder. "Don't worry. We'll be there to back you up if you need us, Serenity."

Serenity smiled at her new friend, "Thanks, Alya." She then looked curious. "So what was that about when Chloe talked about turning over a new leaf?" she asked.

"Oh that," Alya said. "Chloe threw a party and invited everyone, even people she didn't like. But it was only because Adrien here threatened to end his friendship with her if she didn't start acting nicer."

"Adrien's friends with HER!?" Serenity couldn't believe someone like Adrien would be friends with a brat like Chloe.

Alya shrugged, "Been friends for a while apparently. He's kinda one of the few that can put up with her or at least get her to tone it down a little. But even he's got his limits. So Chloe threw a big party and tried acting all sweet and nice even though it obviously hurt her worse than getting a root canal to do so." The girls giggled. Serenity could imagine it must have been. "She then finally couldn't take it anymore and she snapped, insulting people and even firing her butler when he embarrassed her by accident."

"Oh no," Serenity said sadly.

"Oh, there's more to it," Alya said. "Her butler apparently got upset at her and as a result, got akumatized into an evil teddy bear that could control people's minds."

Serenity stared at her. "You're kidding," she deadpanned. And she's thought the man who'd become a PIGEON villain was weird.

"Oh, I kid you not, Renie," Alya said. "Thankfully, Ladybug and Cat Noir were able to stop him and believe it or not, Chloe actually helped. Afterwards, she apologized to the butler and gave him his job back and the party did turn out sort of okay. So, in a way, I guess you could say she's TRYING to do better, but it's gonna take QUITE a while before it becomes permanent."

"I think I understand. Two steps forward, one step back. That sort of thing," Serenity said, to which Alya nodded.

"Pretty much."

Just then, Madame Bustier called to Alya, "Alya, where's Marinette?"

Alya looked around and noticed Marinette still wasn't there. "She must still be in the locker room, Madame Bustier."

"Well, would you go get her for me? She is Class Representative, after all, and I'd hate for her to set a bad example for a new student by being tardy too many times."

Alya nodded, "Sure."

Serenity then raised her hand, "Actually, if it's alright, Madame Bustier, could I go get her? She's been really nice to me since I arrived in Paris that I'd like to return the favor."

The teacher looked thoughtful then smiled and nodded. "Very well, Serenity. But hurry back. We wouldn't want YOU to be late too."

"Thank you."

Serenity then got up and walked down the stairs to find her lost friend. However, as Serenity walked down the steps, Chloe secretly leaned out from her seat behind her and pushed her lightly with the toe of her shoe.

"Oops," she said in a not really sorry tone.

Serenity yelped as she started falling. She closed her eyes and waited for the crash of her landing hard. Suddenly, she felt herself almost suspended in midair. She opened her eyes and instead found Adrien holding her up by the shoulders.

"You okay, Serenity?" he asked.

"Y-yeah. Thanks."

"No problem. Don't worry Chloe does stuff like that quite a bit. I'll see what I can do to make her lay off you a bit."

"I'd appreciate that, Adrien. Thanks," said Serenity smiling. Once she righted herself, she continued down the steps. As she left she saw Chloe glowering at her. Serenity couldn't help but smirk a bit. She then focused on finding Marinette.

* * *

Meanwhile, unbeknownst to anyone, a boy was standing on a building overlooking the city. He was dressed in clown makeup complete with red rubber nose and a clown derby on his head. He was also wearing a black form-fitting jumpsuit with a purple flower stuck to his front. It was Josh; now known as Class Clown

"Okie dokie, Hawkmoth. Where should we start the fun?!" Class Clown asked eagerly.

Hawk Moth then spoke inside his mind. _**If I may say, I have a suggestion of where to go first.  
**_  
Class Clown let loose a crazy laugh, "Goody! Lay it on me, Hawk Moth!"

* * *

Serenity walked through the school courtyard, trying to find her way to the locker room. Right now, she was wishing she'd asked someone where it was. She was also thinking about what had happened.

_Geez_, she thought. _I never thought I'd meet anyone as nasty as Kaiba until I met Chloé. Mom always told me the world was full of people like that, but she never told me they were THAT bad. Then again, Marinette and her friends are nice to me. They kind of remind me of Joey and the gang._

Serenity then stopped and took out the Red-Eyes card Pegasus sent her. She stared at the art, the black frightening looking reptile with its jaws open in a silent roar.

_This is your favorite card, big brother. You've always said that it helped you save me. Now maybe it can help me too. __That dream I had and then getting that package from Pegasus couldn't be a coincidence. After all, when stuff like that happens to Yugi, it usually means something BIG is about to happen. _

Serenity stared at the card, almost as if she were entranced by it. Suddenly, she was snapped out of her thoughts when she heard someone speaking to her.

"Excuse me miss, but what are you doing?"

Snapping out of her trance, Serenity turned around to see a large brown-suited man with a white beard, large eyebrows and slightly big eyes. Serenity secretly thought he looked somewhat like an owl "Huh?" she asked.

"I said what are you doing? Is there a problem here?" the man asked, his owlish eyes narrowing slightly.

"Oh no! Not at all," Serenity said quickly. "Sorry sir. I was just on my way to fetch one of my classmates before she gets in trouble."

Just as she was about to leave, the man called out to her again. "Just a moment, young lady! I know all my students, but I've never seen you before. Can you account for yourself?"

Serenity nervously looked at him. By how he was speaking he was obviously a man of great importance here at the school. "Y-yes, sir. I'm Serenity Wheeler, the new exchange student?"

The man adopted a thoughtful look for a second, stroking his beard before his eyes once again widened in apparent recognition. "Oh yes! Now I remember." He gave a small chuckle "Well, Miss Wheeler, permit me to introduce myself. I'm Mr. Damocles, your principal for the year." He held out a hand which Serenity shook.

"It's very nice to meet you, Mr. Damocles," she said.

"Likewise, Miss Wheeler," Mr. Damocles said. "Now you best run along and find your classmate before you both get into trouble, and that won't do on your first day now will it?"

"No sir," Serenity agreed. She then asked, "Um, would you mind telling me which way to the locker rooms. I think my friend is there."

"Certainly," Mr. Damocles said, pointing to a building. "Through that building, take the hallway to your right, fourth door on the left."

"Thank you, sir," Serenity nodded as she walked away.

As she did, Mr. Damocles noticed another girl about to run out of the school. He then walked toward her

"And where do you think you're going, Miss Gleason?" he asked sternly.

"I'm sorry sir," Sydney said. "I'm just worried about my brother. He wasn't at home this morning, his bed didn't look like it was slept in last night and my mom and I couldn't get a hold of him. I thought maybe he came in early, but I've been looking everywhere and can't find him."

Mr. Damocles stroked his beard, "I see. Well, if you want my opinion Miss Gleason, knowing your brother, this is probably some sort of prank or practical joke of his. He has a penchant for these sorts of things, you know." He then shuddered, "I STILL can't look at carrots after that LAST prank he pulled on school grounds."

Sydney still looked unsure. "Maybe, but this seems a bit extreme even for Josh."

Mr. Damocles could see her worried face and put a reassuring hand on her shoulder. "I'm sure he's alright, Sydney, but a fine student like you shouldn't be skipping school. I'll tell you what. I'll keep an eye out for Josh and if I see him, I'll personally escort him to class. Now off you go."

Sydney knew there was no arguing with the principal so she simply sighed and nodded, "Yes, sir," and walked back to class, more worried than before.

* * *

Meanwhile, following Mr. Damocles' directions, Serenity had managed to get to the locker room. As she looked around to see if she could see Marinette anywhere, she actually heard her voice first.

"So you still don't know what's up with Serenity?"

It sounded like she was talking to someone. This was confirmed when a high pitched voice suddenly said, "No, but I have a feeling it has something to do with those cards you two were playing with last night."

Serenity was surprised. Someone knew about her showing Marinette her cards? Quietly, Serenity tiptoed up to the area she heard the voices and peered around the corner there she saw Marinette talking… into her purse?

Marinette didn't notice her thankfully and continued to talk to the fashion accessory. "What do you mean, Tikki?"

Tikki? The purse had a name!? She then heard the same voice come out of the purse.

"Those cards look just like the tablets used in the Shadow Games."

"Shadow Games?" Marinette asked confused.

Serenity gasped softly. She remembered all that happened in Battle City with the Shadow Games. How she had nearly lost both her friend Mai and her brother after they played in a Shadow Game against Marik Ishtar under the influence of his evil self the others had taken to calling "Yami Marik." But still, how in the world could a PURSE know about the Shadow Games? More importantly, how could it TALK to Marinette!? But before Serenity could go over to Marinette and get some answers, the ground began to shake for a brief moment. Marinette held onto a locker to steady herself, as did Serenity. Suddenly, there was the sound of a clown's laughter. However, it didn't make Serenity want to laugh too like it normally would. This one made her shiver in terror.

"What was that?!" Marinette exclaimed for the both of them.

Serenity then heard footsteps and quickly found a locker without a lock. Thankfully, the lockers were the old-fashioned push-up handle types, so she could quickly hide in the locker as Marinette came running towards her. She peered out of the locker door just a crack and, to her astonishment, saw a small red creature come out of Marinette's purse. So THAT must have been what she was talking to.

"Time to transform," Marinette said. "Tikki! SPOTS ON!"

Serenity's eyes widened as the little creature-Tikki- was sucked into Marinette's earrings, giving them three small black dots on each. Marinette then went through change sequence that would have made an anime super hero proud. All over her body, a ruby red jumpsuit appeared complete with black spots. Marinette waved her hands over her face and a red mask suddenly appeared over her eyes. By the time she had finished her almost dance-like transformation sequence, Serenity couldn't believe her eyes. Standing in front of her wasn't Marinette Dupain-Cheng, the clumsy yet sweet friend she'd made, but the same hero she had seen in the picture from that story she'd read.

Ladybug. But that meant…

_No way…_

* * *

As everyone came out of the classrooms to investigate the sound, they spotted something surprising in the court yard. It was a boy about their age who was dressed in a black jumpsuit with kooky looking clown makeup. On his hand was what looked like a joy buzzer. From his looks alone, it was easy to see the boy was an akumatized civilian.

He then turned to them with a wild look in his eye as he exclaimed, "Who's ready to laugh?!"

Without warning, he leaped forward and zapped a student with his joy buzzer to the chest. The students gasped as what looked like an electric charge went through the student. Said student instantly started laughing hysterically as he clutched his sides and fell to the ground, legs kicking as he guffawed uncontrollably.

The boy then turned to the other students and smiled fiendishly. "Okay, who's next? Don't be shy! Class Clown has enough laughs for EVERYONE!"

The other students quickly began to panic and tried to run away. Unfortunately, that only seemed to make the now named Class Clown's job easier as he zapped students at random, leading them to start dropping like flies. In the chaos, Adrien managed to find a place to hide so he could transform. Plagg then flew out of his pocket and saw Class Clown laughing insanely at his handiwork.

"Hey, I didn't know the circus was in town!" he exclaimed. He then turned to Adrien. "You think he brought popcorn?"

Adrien just rolled his eyes at his gluttonous Kwami. "We can get some later, okay? Time to transform! Plagg! CLAWS OUT!

Plagg then got sucked into Adrien's ring, starting his transformation. All at once, a black leather suit appeared on his body, complete with boots, clawed gloves and a belt that looked and acted almost like a cat's tail. On top of his now slightly messier blonde hair, a pair of black ears grew. To top it all off, Adrien swiped a hand over his eyes and a black domino mask appeared, his regular green eyes suddenly turning completely green with silted pupils like a real cats. Flexing and swiping his claws, Cat Noir prepared to leap into action. He only hoped Ladybug got here soon.

Cat Noir didn't need to worry long; as Class Clown continued zapping people with his joy buzzer, a yo-yo suddenly caught his hand before he could zap anyone else. As he struggled to break free, he turned around and saw Ladybug holding him in place.

"That's enough!" she ordered.

Class Clown simply smirked. "Ah, Ladybug! I was hoping you'd show up!"

Ladybug continued to glare at the Akuma. "I don't know what's going on here, but-"

"What's going on here is that I'm gonna show everyone how pointless education is and give everyone something to laugh about!" He then held up his buzzer which then started to spark. "And I got quite a 'shocker' for ya, Ladybug!" He then reached out and touched the string as an electric current ran through it. Before Ladybug could respond, she immediately felt the charge and yelled out in pain. Thankfully her magic kept her safe from being fried to a crisp, but it still hurt like HECK!

Suddenly, a long metal pole slammed down on Class Clown's wrist, causing his to yell out and cease his attack. Ladybug recognized the pole and thanked God HE'D showed up. Cat Noir stood next to Class Clown who was holding his now freed wrist and rubbing it.

"You know, the puns are normally MY thing. I may just have to take you to court for that," he said, smirking at the Akuma. Class Clown then swiped at Cat Noir, who dodged and land next to Ladybug.

"You okay?" he asked Ladybug, who was recovering from her experience.

"Yeah, I'm good," she said nodding.

Cat Noir smiled at that. "You know, as much as my Kwami hates school, I still think we should stop him, mi'lady."

Ladybug looked at her partner with an annoyed look. "Gee. You think?" she asked sarcastically.

As the two heroes talked, Hawk Moth spoke to Class Clown from inside his head, _**Class Clown! Take their Miraculous! NOW!  
**_  
Class Clown smiled wickedly, "You've got it!"

He then charged at Ladybug and Cat Noir and tried to zap them again. The two of them leaped out of the way and got onto the roof of the school.

"So what's the plan?" Cat Noir asked.

"The Akuma must be in his joy buzzer," Ladybug explained. "That's what lets him make people laugh uncontrollably. The only question is how do we get it?"

Before Cat Noir could put in his two cents, a voice sounded out.

"Josh! Stop!"

Ladybug turned to look. "What?"

The two turned to see Sydney Gleason rushing towards Class Clown.

The villain stopped his rampage and turned to look at her, not with a smile but a frown. "I'm not Josh anymore! I'm Class Clown!" he shouted at her. "And unless YOU wanna be turned into a laughing lunatic too, I suggest you go home, Sydney!"

Cat Noir and Ladybug looked at each other. In each other's minds, they came to the same conclusion. So Class Clown was Josh Gleason! It made sense considering Josh was a notorious prankster.

Sydney wasn't deterred by her akumatized brother's threats and continued to plead with him. "Look, Josh! What happened last night got you upset. I get it. And I know mom wasn't exactly being fair when she punished you. But please! I calmed down last night and talked to her and she felt kinda bad too. If you stop what you're doing right now, we can all talk together and work out our problems just like we should have done! Please"

For a second, Class Clown stopped and looked at Sydney as if considering her olive branch of peace. Unfortunately, Hawk Moth chose that moment to intervene. _**Don't listen to her!**_ he said._** She's just trying to trick you!  
**_  
Class Clown's face then contorted into an angry look and then raised his buzzered hand, ready to strike. Sydney tried backing away, but tripped and fell and could only watch as the villain who was once her brother stepped menacingly toward her.

Just as Class Clown was about to attack Sydney though, Hawk Moth, through Class Clown's eyes, noticed Serenity coming out of the locker room. Ladybug then noticed her as well and her heart stopped.

"Oh no…," she murmured.

"The Wheeler girl!" Hawk Moth exclaimed. He then sent a mental message to Class Clown._** Class Clown! That girl there! She's the one I told you to find! Attack her or I'll remove your powers!  
**_  
Class Clown then looked at Serenity then looked down at the fearful Sydney. "We'll finish this later, sis! Right now, I've got bigger fish to fry!"

Class Clown then leaped over Sydney and landed right in front of Serenity, causing her to stop in her tracks.

Class Clown stared at her curiously. "Now what's so special about YOU that Hawk Moth wants me to single you out? I mean, you're a real cutie no doubt, but…"

Serenity was shocked that this strange boy was looking at her like this. Just by his looks alone, she could tell he was bad news. She backed away in fear. "I…I don't know what you're talking about!"

Class Clown looked at her a bit more before shrugging nonchalantly and grabbing Serenity's wrist with lightening reflexes. "Oh well. You'll soon just end up like those weirdoes anyway." He then gestured with his free hand to the still giggling students either rolling on the ground or leaning against the wall or each other for support.

Serenity struggled to escape his iron grip. "Please! Just let me go!"

Ladybug frantically turned to her partner. "Cat, we have to stop him!"

Cat Noir nodded seriously, "Right!"

The two lunged forward, but they could tell they were too far away to make a difference.

Class Clown smirked at Serenity as his joy buzzer sparked. "Zap zap! Time to laugh!"

Serenity screamed as Class Clown was about to zap her. She closed her eyes and prepared for the inevitable. Suddenly, there was a burst of light. It was so bright it blinded everyone and forced them to shield their eyes, making Class Clown let go of Serenity. When the light faded and he opened his eyes, there was a large shadow casting over him from behind Serenity. He slowly looked up and his eyes practically BULGED out of his skull.

"W-what the…!?

Serenity was confused as she watched Class Clown back up from her. Upon noticing the shadow too, she turned and gasped in shock, putting her hands to her mouth in shock. Standing right behind her, plain as day, was the intimidating form of the Red-Eyes Black Dragon, standing behind Serenity, looking ready to attack Class Clown any second from the way its blood red eyes were fixated on him.

Hawk Moth stared at the beast. It looked just like one of the holograms he'd seen from Kaiba's dueling system, but it seemed so real. It couldn't ACTUALLY be real. Could it? "That's impossible," he murmured in disbelief.

Meanwhile, the heroes were also dumbstruck by what they were seeing; Cat Noir especially. _The Red-Eyes Black Dragon?! That's Joey Wheeler's favorite Duel Monster! But how is it here?_ He then shook his head to clear it "We've gotta do something!" he exclaimed, making ready to dash at the dragon.

Ladybug quickly broke her own surprise at the situation to put an arm up in front of him. "Cat Noir, wait!"

Cat Noir looked at his lady as if she were crazy. "What?! We have to save that girl!"

Ladybug pointed in front of them. "Look at the dragon, Cat."

Cat Noir looked at her with a deadpan expression. "Yeah, I see it. It's KINDA hard to miss, wouldn't you agree?"

Ladybug simply rolled her eyes at Cat's snark. "Not what I mean, _Chaton_." She then pointed again. "Look at how it's standing behind Seren- er, that girl and not in front of her and how it's looking at Class Clown. It's like the dragon is…protecting her or something."

Serenity heard them talking and turned to stare at the Red-Eyes Black Dragon behind her. It wasn't looking at her, but something inside her tells her that it's true; it WOULDN'T hurt her. She turns back to Class Clown with a glare as the villain nervously held up his arms in a placating way. "N-nice dragon. G-g-good boy."

Serenity then pointed at Class Clown and spoke out like she'd heard her brother speak in his duels. "Red-Eyes! Attack! Inferno Fire Blast!"

Red-Eyes then roared as it shot a ball of fire at Class Clown. The villain managed to dodge just in time. He panted as he crouched on the ground, panting in shock, fright and frustration.

Class Clown then glowered. "This is NOT what I signed up for, Hawk Moth!"

He then looked up and, to Class Clown's amazement, the massive reptile was gone.

Hawk Moth then got over his own shock to order, _**Now's your chance, Class Clown! Grab the girl!  
**_  
Before Class Clown could do anything, he saw Ladybug swinging in on her yo-yo, grab Serenity and escape.

As she left, the hero called to her partner, "Cat Noir! Get the other girl!"

Cat Noir understood and leapt forward to get Sydney. However, right before he got to her, Class Clown shoved him out of the way, causing the hero to roll on the ground.

"I ain't leaving empty handed," Class Clown shouted. He then grabbed the screaming Sydney in a fireman's carry and climbed up to the ladder of the roof.

"Help me!" Sydney cried.

Cat Noir got up and hurried to follow. He proceeded to climb up the ladder, but just as he reached them, Class Clown unleashed the same shock from his joy buzzer he'd given Ladybug onto the metal ladder. Cat cried out in pain as he let go and tumbled to the ground. By the time he got his senses back and looked up, he saw Class Clown was gone with his sister in tow.

"Oh great," he grumbled, rubbing a hand through his hair. "This is DEFINITELY gonna score me points with LB," he added sarcastically.

* * *

Soon, Class Clown landed on another roof after leaping across many others parkour style. He roughly dropped Sydney on the roof to which she yelped in pain.

"Geez, sis. You gotta lose a few pounds," he said, stretching out his back. "It was like lugging around a sack of potatoes."

"Hey!" Sydney exclaimed, insulted. She then calmed down and once again tried to reason with her brother. "Listen Josh, Class Clown, whatever! You're not yourself. You're being possessed by one of those Akuma things from the news; the things that turn people into villains if they feel really negative emotions. You need to snap out of it!"

"I've got a better idea," Class Clown said. "How about YOU shut up?" He then placed his buzzer on her shoulder and gave her a small charge that didn't hurt her but it did knock her out. Giving a cry of pain, Sydney collapsed to the ground.

Class Clown then surveyed his handiwork with a sigh. "Well, finally. I thought she'd never be quiet."

_**You idiot!**_ Hawk Moth exploded inside Class Clown's head, causing him to stumble as he held it._** You were SUPPOSED to get me the girl and/or the Miraculous'. Instead, you let your personal vengeance on your smarter sister get in the way! Now you've lost BOTH! Give me one good reason I shouldn't take away those powers right now!**_

"T-take it easy, Hawk Moth," Class Clown begged, regaining his composure from his somewhat boss's outburst. "I've got an idea to get you what you want and maybe get a little payback of my own in the process. Just hear me out."

Hawk Moth was quiet for a few seconds before finally speaking. _**Go on. And you BETTER hope I like this idea of yours.**_

Class Clown grinned wickedly. "Oh don't worry. I think it'll work JUST fine."

* * *

Cat Noir was in Mr. Damocles's office while waiting for someone to arrive and to also wait for Ladybug to get back. The two had just gotten back from the infirmary, where Class Clowns victims were currently being looked after. They were still laughing, but many had stopped rolling around. Any that were still rolling were quickly tied to the bed for their own safety.

Even while waiting though, Cat couldn't stop kicking himself about losing Sydney.

"Boy, did I ever goof up," he muttered.

"Now now, my boy," Mr. Damocles said putting a reassuring hand on his shoulder, "You tried your best. That's all that matters."

"But the bad guy got away with a hostage!" Cat Noir cried. "I could've stopped him if I'd been faster or something."

"Well I'm sure you'll-" Just then, Lisa Gleason rushed into the office looking upset and haggard.

"Is it true?" she asked frantically. "Is my son really one of those villains I've heard about on the news?"

The two males looked at each other, then at Lisa with an apologetic expression. "I'm sorry, Mrs. Gleason. It's true. Josh has been akumatized," Mr. Damocles said.

"And what's worse, he's managed to kidnap his sister; your daughter, Sydney despite my best efforts. I'm sorry," Cat added sadly.

At that, Lisa started crying making the knife in Cat's heart about this entire thing plunge deeper. Mr. Damocles led Lisa to a chair and helped her sit down. "Please don't be upset, Mrs. Gleason. I'm sure Ladybug and Cat Noir will do all in their power to-"

"You don't understand," Lisa sniffled as she pulled of a handkerchief. "This is all my fault!"

Cat Noir and Mr. Damocles looked at each other in confusion. "What are you talking about?" Cat asked.

Lisa sniffled again. "I punished Josh last night and I may have gone too far that time."

Cat Noir then walked up to Sydney. "Okay, Mrs. Gleason. Tell me what happened."

* * *

After swinging around a bit, Ladybug with Serenity in her arms landed on the roof of a building. She set Serenity down gently (a lot gentler than Class Clown had with his sister). She smiled at the auburn-haired girl, who seemed to be trying to catch her breath from the experience of getting saved by a superhero.

"There, you should be safe here for now. Now I've gotta get back to Cat Noir."

Serenity's senses soon caught up to her and she quickly called out, "Wait!"

Ladybug stopped and turned confused. "What is it?" She expected that Serenity just wanted to thank her, but she then took a deep breath and said something she had NOT expected her to say:

"I know it's you, Marinette."

Ladybug's eyes widened in shock. Had she just heard right!? Serenity KNEW she was Ladybug?! She quickly tried to rectify the situation.

"I…I don't know what you're talking about. I don't even know this "Marinette' you're-

"I saw you transform in the locker room when Class Clown first showed up," Serenity interrupted, eyes narrowing scrutinizingly. "So you can quit with the excuses."

Ladybug stared at her for a few seconds before stumbling back into a chimney before sliding down it and sat on the ground. "Oh man…" she groaned, hands tugging at her pigtails in frustration. She couldn't BELIEVE this was happening! How could she have been so careless!? Even Alya with her constant attempts to figure out her identity had yet to solve it in all the time she had known her. And yet Serenity was able to discover her on her SECOND DAY in France! Master Fu was going to KILL her for this! Not to mention she'd probably get a stern talking to from Tikki no doubt about the importance of always making sure an area was secure before transforming.

Serenity saw her friend's expression and quickly worked to assuage the situation. "It's okay! It's okay! I won't tell anyone, I swear!"

Ladybug- no, Marinette- looked up at her, her bluebell eyes showing a hopeful expression. "You won't?"

Serenity shook her head. "No, of course not. This is obviously something important to you. I expect an explanation of how this is all possible of course, but I won't anything to jeopardize what you do. Besides, you saved me. I think I owe you that much. You can trust me."

Ladybug looked at her and saw she was telling the truth and sighed in relief. "Okay. I trust you with this, Serenity. Don't let me down, 'kay?"

Serenity gave her a reassuring smile.

Suddenly, Ladybug's yoyo started beeping. She got up and answered it.

"Cat Noir, what is it?"

_"Bugaboo, we have a little problem,"_ said Cat's voice.

Ladybug didn't like the sound of that. "What do you mean?"

"_You know that girl Sydney you had me save?"_

"Yes. Okay, I'm guessing something's up."

"_Yeah, I kinda, sorta… lost her."_

"WHAT?" Ladybug exclaimed.

"_I'm sorry, really! I tried getting her, but Class Clown, or Josh I suppose, was too quick. And when I tried following him, he pulled the same zap trick on me he did to you before."_ He sighed._ "I'm sorry, mi'lady."_

Ladybug's angry expression at the news soon shifted to a calmer one as she sighed herself. "It's alright, Cat. I know you didn't MEAN for it to happen."

"_Thanks, LB," _Chat's voice said sounding much happier. "_Actually, I just spoke with Josh and Sydney's mom, Lisa Gleason, who told me how Josh went Akuma._ _She'd punished him last night after he kinda went a bit far in a prank, but it might have been a bit much. She says that she's been pressuring Josh to do well in school, and I guess he got fed up with it."  
_  
Ladybug nodded in understanding. "That explains why he wants to destroy education."

_"Yeah. Apparently he used to be an okay student, but after his father died about two years ago, he changed. He started acting goofy and not really caring how well he did in school anymore. And when Sydney started getting great grades while his got worse, his mom began praising her a bit more and started punishing Josh to try and encourage him to do better. Guess it didn't work like she hoped it would."_

"Really?" Ladybug asked surprised. She knew Sydney and Josh's father had died a few years back, but she hadn't thought it would affect Josh that badly. "Well, in any case, we'll just have to find Class Clown and save Sydney ourselves. Hopefully after all this is done, the Gleason's can fix their problems."

"_Way ahead of you, mi'lady._ _I took Mrs. Gleason home and we found a note on the door. It was from Class Clown."_

Ladybug's eyes widened. "What? What did it say?"

_"It said, 'If you want Sydney Gleason back in one piece, meet me at the Kaiba Land Paris construction site in twenty minutes and bring the Wheeler girl. Or else.'"_

Ladybug sighed. "It's a trap, but we don't have a choice. We're on our way." She then hung up. She then turned and saw Serenity looking at her in wide eyed shock.

"You're going to trade me?!" she cried.

Ladybug quickly ran over and placed her hands on Serenity's shoulders to calm her down. "Serenity, you know I'll protect you, right? I won't let anything bad happen to you." She then turned and started pacing. "There has to be another way."

Serenity watched Ladybug pace and mutter, trying to figure out what to do. Serenity herself thought for a bit. She realized there was probably no other way to get Sydney Gleason back without giving herself up. She couldn't let this poor Mrs. Gleason lose both her kids in one day. Turning to Ladybug, she sighed. "There isn't another way."

Ladybug stopped and turned, "What?"

"Marinette, you have to trade me for Sydney."

Ladybug came up to her and again put her hands on her shoulders, only this time it was more frantic. "Are you crazy? Do you know what he might do to you? I can't do that, Serenity! You're my friend!"

Serenity gently pushed the hands off her shoulders and smiled at Ladybug. "I know. And that's why you have to trust me."

* * *

After meeting up with Cat Noir back at the school, Ladybug and Serenity explained their plan to Cat Noir. As expected, he wasn't thrilled with the idea any more than Ladybug was, but when Serenity pointed out it was the only way, he acquiesced and went along with it. Now, the three were standing in front of the gates to Kaiba Land Paris. From what Serenity had read in the paper, this Kaiba Land was supposed to be bigger than any of the three he had built since the KC Grand championship a couple of years back. Right now though, this place wasn't a place of fun and Serenity couldn't help but feel a bit nervous.

She was brought out of her thoughts by Cat Noir talking. "You really think he'll show up?"

"In the letter, he seemed willing to negotiate. So, I assume so," Ladybug said."

Cat Noir crossed his arms and rolled his eyes, "Oh sure. And how do we know he won't double cross us? You know how these villains are, LB."

Ladybug sighed and shook her head. "We don't. But he has his sister hostage, and Mrs. Gleason could end up without TWO children if he we don't do this."

"But what about Serenity?" Cat asked.

Serenity looked at him and tried to convey some confidence, "Don't worry. I've handled worse, trust me."

Cat sighed. "I sure hope you're right." He then looked at the park gate. "So how do you propose we get in? I mean, it's not like we can just wave our arms and say, 'Open Sesame!'" He punctuated his point by doing those very motions. Suddenly, a clicking and the sounds of large moving gates reached their ears. They watched as the large doors to Kaiba Land Paris swung open. Ladybug and Serenity stared for a bit before looking over at Cat Noir. Cat simply looked at his hands and then gave the girls a simple shrug.

Immediately, the loudspeakers in the park squealed on, causing the trio to cover their ears in pain, Cat more so due to having TWO sets. Class Clown's voice then boomed out.

"_**WELL, WELL, WELL! SO YOU ACCEPTED MY TERMS IT SEEMS. GOOD. NOW, I'LL BE WAITING AT THE BLUE-EYES COASTER. GET THERE SOON. OTHERWISE, I MAY GET BORED AND DO SOMETHING I DON'T THINK YOU'LL LIKE!"**_

The loudspeakers turned off and the trio looked at each other.

"Well, what are we waiting for?" Ladybug asked. "We need to hurry!"

At that, the three raced in through the open doors in to the park. As Serenity raced with the two heroes, she couldn't help but look at the stuff through the park for when it opened. Already they'd passed the Monster-Go-Round and the Virtual Reality Pavilion. From what she'd heard, Kaiba was going all out on this park, especially on the Blue-Eyes Coaster that they were headed towards. It looked like there were still some things to finish, but Serenity knew Kaiba would get them all set for the grand opening.

Eventually, they reached the coaster. As they went through the line queue, Serenity hoped they would make it in time. Thankfully, they managed to get to the end of the line barrier. They looked around and there they saw him; Class Clown sitting on a stool near a set of controls, most likely the ones for the coaster. When the villain saw them, he smirked and raised his hands in greeting.

"Ah, look what the cat AND ladybug dragged in. Please, make yourselves at home," he said.

Cat Noir simply growled at him and the two females narrowed their eyes.

"We brought the girl just like you ordered," Ladybug said. "Now where's Sydney?"

"Don't get your pigtails in a bunch," Class Clown said. "She's right here."

Class Clown then pressed a button on the panel and a set of coaster cars designed like a Blue-Eyes White Dragon appeared. The group looked and saw sitting in the last car was Sydney, tied up and down.

"Sydney," cried Cat.

"Hope you don't mind her being so quiet," Class Clown said smarmily. "I just had a little talk with her about not having a sense of humor since Dad passed away and how she shouldn't prioritize school and stuff like that over so many other things." He then frowned and held a hand forward. "Now, hand over the girl!"

The group looked at each other as if wondering what to do.

Serenity looked at Ladybug and Cat. "Do you trust me?" she asked.

Ladybug nodded. Cat did as well.

Serenity then took a deep breath and started walking towards Class Clown. She walked through one of the open cars in order to get to him. Once she reached him, she turned and glared at him. "Alright you have me. Now let Ladybug and Cat Noir take Sydney home."

"Fine, fine," Class Clown sighed. He then gestured to the heroes. "Go ahead. Take her. A deal's a deal after all." Ladybug and Cat then walked toward Sydney in the car to go and untie Sydney and take her home. As she watched however, Serenity noticed something strange about Sydney. In the right light, she seemed to… flicker. Suddenly, just as the two got into the car on either side, Serenity realized what was going on.

"Get out of the car! It's a hologram!" she shouted.

"Wait what?" Cat asked. He ran his claws through Sydney and, sure enough, they went right through her. The hologram then disappeared completely.

"Psych!" Class Clown suddenly shouted. He then flipped a switch on the panel and the bar suddenly went down. Ladybug and Cat Noir stumbled into the seats just as the bar clicked down, holding them in place.

Class Clown then grabbed Serenity, threatening her with his joy buzzer. She tried to break out, but his grip was too strong.

"Serenity!" Ladybug cried.

"HA!" laughed Class Clown. "You two really WERE dumb enough to fall for that!"

Cat Noir looked a bit dryly at Class Clown and then at Ladybug. "Not to say I told you so, but…"

"Oh shut up, Cat! Not now!" Ladybug shouted at her partner. She then turned angrily at Class Clown who was holding the slightly struggling Serenity. "You tricked us! We made a deal, Class Clown! Why'd you do that!?"

"Hey, I'm a prankster, sweetheart," he said with a shrug. "Tricks and pranks go hand in hand."

"Where's the real Sydney Gleason? What have you done to her!?" Cat shouted.

"Don't worry. I didn't do anything to her." He then gave a dark chuckle. "Not YET at least. Now, if you don't mind, I'm going to take care of you two once and for all."

"And how do you plan to do that?" Ladybug asked.

"Simple. You're both going to take a one way ride on the Blue-Eyes Express!" This track's only three-quarters of the way done and once you get near the end? BOOM!" He let out a cackle as he moved his joy buzzer to the controls and pressed it down. A surge went through and suddenly the cars started moving.

"Please keep all body parts inside the car at all times," Class Clown called as he laughed. Cat and Ladybug tried moving the bar, but it wouldn't budge.

Serenity could only watch helplessly as the car moved out of sight. She was then pulled in closer by Class Clown, who now had a flirtatious look on his face.

"Now, while we wait how bout we get to know each other a little better before I turn you over to Hawk Moth, eh, sweet Serenity?" He immediately made a kissing motion as Serenity looked disgusted.

"I've got a better idea," she said. "How about YOU take a flying leap!"

At that, Serenity stomped down on his right foot. HARD!

"YOW!" Class Clown shouted as he let her go to hop up and down on his good foot while holding onto his hurt one.

Serenity immediately took this as a sign to get going. She made a beeline for the exit area and ran as fast as she could back into the park. Class Clown stopped his hopping to stare down balefully at her as she ran.

"Ya know, she's pretty, but she's becoming a real pain in the butt." He rubbed his foot. "Or, in this case, the foot."

_**After her, you fool!**_ Haw Moth shouted. _**You promised me your plan would work! Don't fail me or else!**_

"Don't worry, it will," Class Clown said, starting to give chase. "After all, with Ladybug and Cat Noir on their little trip, we won't have to worry about them for very long."

* * *

"I see Serenity getting away," Cat Noir shouted as the car sped toward the first hill. "Guess she got out on her own." However when he didn't get an answer from his partner, her turned to see Ladybug with a slight terrified look on her face.

"Oh man, oh man, oh man, oh man," she kept repeating to herself.

Cat looked at her oddly, "You wouldn't be afraid of roller coasters, would you, mi'lady?"

Ladybug turned to him and bellowed, "YES!"

Cat blinked for a second. "Oh. Okay, chalk that down as another thing I know about you now."

"Now isn't the time for that, Cat!" Ladybug cried. "We have to get off this thing before we become the victims of its first and ONLY ride!"

"That's simple enough," Cat said confidently. "I'll just use my power to corrode the bar and get us out." As he prepared, however, Ladybug stopped him.

"No! Remember, you'll only have five minutes after you use it before you lose your abilities! With Serenity and possibly Sydney still in danger, we can't risk doing it this second!"

At that moment, they reached the hill and began going up, up, up! Cat looked around frantically as they got higher and higher.

"Then I suggest you come up with something soon! Otherwise, we're done for!"

* * *

Meanwhile, Serenity was running away from Class Clown and was currently hiding on the Monster-Go-Round. She was hiding behind one of the non-moving Monsters. She tried to catch her breathing and couldn't help but see the cars carrying Ladybug and Cat Noir get closer and closer to the top of the hill. If what Class Clown had said was right the track was only ALMOST done. They needed to get off soon.

Suddenly, music started and the Monster-Go-Round began moving! Serenity yelped as she grabbed onto the Monster and struggled to stand up. As she did though, she saw Class Clown standing by the controls, grinning.

"Ah, the Monster-Go-Round! Such a romantic spot for a date wouldn't you say?" he said wiggling his eyebrows.

Serenity cried out as he hopped on and began to move forward. Serenity started running away, but quickly realized it was hopeless. If she kept running, she'd just go one big circle and end up near him.

Then she got an idea. As she neared where the controls were, she leapt off and ran toward them.

"Hey! What're you doing?!" Class Clown shouted.

"You like this ride so much?" Serenity asked with a smirk. "Then here, have fun!" She then turned the knob that controlled the speed of the carousel and it began speeding faster and faster as the music began sounding like it was being sped up till it was high pitched. Serenity then sped away as Class Clown screamed, "GET ME OFF THIS CRAZY THING!"

Serenity knew that that wouldn't hold him for long so she had to go somewhere else. She then spotted something. The House of Mirrors. A maze of confusion. Perfect!

As she raced toward the attraction, the ride's motor started smoking and blew a fuse. The music and ride slowed to a crawl and Class Clown stumbled off looking like he was going to hurl.

"That little…" he groaned as he wobbled around and leaned against the controls trying to get his bearings.

He then saw Serenity run into the House of Mirrors and he gasped. "No! She can't go in there! It could ruin everything!"

_**Then get going and stop her!**_ Hawk Moth shouted

Class Clown's face twisted into a snarl. "You got it, Hawk Moth. I'll still bring her to you, but I hope you don't mind if she's a little roughed up first." His buzzer crackled menacingly as he followed Serenity into the House of Mirrors.

* * *

"We're almost to the top! We need to think of something N-O-W, NOW!" Cat Noir cried.

Ladybug tried to think for a second. Neither of them could use their powers, lest they risk powering down too soon. She then spotted Cat's staff on his belt and inspiration struck her.

"Wait I've got it! _Chaton_, grab your staff!" Cat looked at her oddly, but did as she said. "Now angle it so it's between the seat and the bar. And when I tell you to, press the button to pop it out on both sides."

"Why would I-" Cat started to say, but then his eyes lit up as he realized. "Oh! I get you!" He quickly then angled the staff like Ladybug said to.

"Whatever you do, don't move it too much," Ladybug reminded him. It was then they reached the final leg of the hill.

"Oh man, oh man, OH MAN!" Ladybug screamed. She'd been so busy thinking up a plan she'd all but forgotten they were on the highest coaster in probably all of Europe.

"Here we go!" Cat Noir called out. And the coaster dipped downward.

Ladybug screamed as the coaster zoomed and swerved like crazy. Cat however was whooping and cheering. He acted like he'd never even been ON a roller coaster before.

"CAT, FOCUS! I THINK WE'RE COMING TO THE END IF YOU CATCH MY DRIFT!" Ladybug shouted.

Cat's cheering stopped as he looked and realized that Ladybug was right. Shortly up ahead, the track was still being built! And they were coming nearer to it!

"_Mon Dieu!_"

"Quick! When I say so, use your staff like we planned!" Ladybug shouted. Cat readied it as the cars drew closer to the end.

"_Un!"_ Ladybg shouted. Cat gripped the staff.

"_Deux!"_

They were getting nearer.

"_Trois! NOW!"_

Cat pressed the button on the staff to make it increase in length. It then quickly plunged into the seat and the pushed the bar up enough for the heroes to escape.

"QUICK! MOVE!" Ladybug cried.

AT that, the two jumped into the air as Cat grabbed his staff and retracted it. He then grabbed Ladybug by the waist and began spinning his staff above him like a propeller at an almost hyper speed.

BOOOOOMMMMM!

Down below, the cart crashed to the ground and erupted into a small bonfire. As the two heroes landed nearby, Ladybug quickly ran over to a nearby fire extinguisher and put out the blaze.

"Let's hope Seto Kaiba has enough to repair this," Cat said.

"Not to worry," assured Ladybug as she put back the extinguisher. "Once I use 'Miraculous Ladybug,' everything will go back to normal."

"Oh that's good." Cat said. His face then split into a grin as Ladybug and he started running for the exit area. "But man, what a RIDE!" What do you say after all this is done and when the park opens officially, we ride that thing again when our lives AREN'T in danger?"

Ladybug simply looked at him dryly. "Let's NOT and say we did?"

Cat sighed. "Okay, okay." As they raced out, they looked around to try and find where Class Clown and Serenity could have gotten too.

"Now if I were trying to escape a crazy villain, where would I go?" Cat asked scratching his chin.

Ladybug looked around. Then, she saw a map of the park. She raced over to look and after a few seconds she exclaimed, "The House of Mirrors!"

Cat smiled at that. "Smart thinking, LB. A maze like that's perfect for losing someone in."

"Then we better hurry. They've probably already gotten there."

The two heroes raced off to the house. Once they got there they looked around. Upon seeing the Monster-Go-Round and the state it was in, Cat nodded. "Yep, they've been here alright."

Ladybug looks at the House of Mirrors entrance. "If Class Clown followed Serenity in there, he most likely doesn't know we survived. We have the element of surprise."

"We'd have more of one if we had something to bring him out here into the open where we'd have a little more room to move though," Cat said.

Lady smiled at him, "Perhaps if we have LUCK on our side."

Cat also smiled, "You mean 'Lucky Charm.'"

Ladybug nodded and got her yo-yo set up.

"LUCKY CHARM!" She shouted.

Ladybug threw her yo-yo in the air, and in a flash of pink light, her Lucky Charm appeared. It was an old projector like the types old movies were shown on, but it felt light as a feather. And like all of her Charms, this one was reddish with black polka dots.

"A projector? What am I supposed to do with this?" Ladybug asked before pressing a button and the machine turned on. It then projected onto a wall of the House of Mirrors showing what looked like Ladybug running. It was then Ladybug got an idea as she looked at some of the mirrors in the maze and then the projector.

"Well?" Cat inquired.

"I've got an idea. And we better do it fast," Ladybug stated. "Follow me. I'll explain as we go in." With that, the two raced into the maze of reflected surfaces.

* * *

As Serenity ran through the maze of mirrors, she was starting to wonder if maybe this hadn't been such a good idea. True, it was a good place to lose Class Clown, but now SHE had to worry about getting lost. Every turn she made just ended with her coming to another dead end and having to find another way. Already she'd reached six dead ends. She was at her seventh when she heard a loud BOOM outside. She paused and realized what it was.

_Please be alright, Marinette,_ she begged to herself. She knew Marinette was resourceful. After all, she'd been Ladybug for so long now. However, if there was the slightest chance of her being… no, she couldn't think that. She had to focus on getting out of here and losing the villain trying to get her.

"You hear that, Serenity?" she heard Class Clown call out from his position in the maze. "That's the sound of your last hopes going 'bye-bye!' So just give yourself up already! I'll make it easy on you if you do!"

_Over my dead body_, Serenity thought. She then ran down another way in hopes of reaching the end of the maze and leave Class Clown behind still lost. If that happened, she'd be able to get to the coaster and see if Marinette and Cat were alright. Then they could work on finding Sydney before-

Suddenly, Serenity heard a noise. It almost sounded like a muffled cry for help. And it was close. Serenity followed the sound and soon found herself in the center of the maze. All around in a circle were mirrors and in the center was someone tied to a chair with a gag over their mouth. Serenity's eyes widened.

It was Sydney Gleason. Class Clown must have figured this was the perfect spot for hiding her. She quickly ran forward to the struggling girl, who immediately turned fearfully.

"It's okay. I'm here to help," Serenity said as she moved the gag out of the way.

"Wh-who're you?" Sydney asked.

"My name's Serenity Wheeler," she answered as she worked on getting the girl untied.

"Wait, I recognize you," Sydney said. "You're that girl at the school who had that freaking DRAGON appear out of nowhere! How did you do that anyway!?"

"We can talk about that later. Right now we have to get out of here before Class Clown finds us." Serenity paused, "Or, I guess I should say, your brother, huh?"

At that, Sydney looked down sadly. "I knew the reason Josh was like the way he was was to try and keep Dad's spirit alive. He always used to be something of a joker too. But when he passed, Mom and I, I suppose we just accepted he was gone after a bit and moved on, though I guess all we really did was just cover up our grief with stuff like school and work to distract us. But Josh? He tried to make us laugh like Dad used to, but we just got tired of it and we wanted him to focus on the stuff we were and just grow up already." She sniffled, "I never thought that were causing him so much pent-up frustration and anger at school and us and all that that he would…" At that, tears started falling down her face.

"Hey, it's okay," Serenity said, putting a hand on Sydney's shoulder. "Lots of families have problems. My family does, and I know others who do to. I'm sure once your brother is saved and deakumatized, you guys can work things out."

Sydney sniffed and smiled, "You think?"

Serenity nodded, "I'm sure." At that, the bonds were untied and Sydney leapt up.

"Thank you!"

"No problem. Now come on, let's get out of here before-"

"Too late!"

The girls turned and shrieked as Class Clown emerged and started walking toward them menacingly.

"Okay, that does it! No more playing around! No more games! Just GAME OVER!" His buzzer sparked as he stalked forward, the girls scurrying back into a mirror.

"Josh please! You don't have to do this!" Sydney begged.

"When I'm done with you two, you going to be laughing so hard, you'll make Hyenas sound like they're crying," he said. He stepped closer to Serenity. "I'll start with you first." He reached forward as Serenity leaned back in vain.

"**Unhand them, Class Clown!"**

Upon hearing Cat Noir's voice ring out, the villain stopped and turned around, looking wildly.

"No, it can't be! You're supposed to be dead!" he shouted.

"**Haven't you heard about cats having nine lives? And ladybugs are pretty resilient too I might add. How about you come and find us, huh?"**

As Cat taunted Class Clown, Serenity whispered to Sydney, "Edge away slowly. We'll escape while he's distracted." The two then slinked away while he wasn't looking. However, right when they were going into one of the corridors, Class clown turned to see Serenity's hair flowing around the corner.

"NO!"

_**Forget about them! After Ladybug and Cat Noir!**_ Hawk Moth shouted in his head.

"But the girl-!"

_**She is unimportant right now! Get the holders of the Miraculous'! And THIS time, do it yourself, you FOOL!**_

Class Clown nodded and, after shooting a glare at the direction the girls went, ran in the direction he assumed Cat Noir was.

As the villain ran down the corridors, he looked around frantically. "Come out, come out, wherever you are!" he shouted.

Suddenly, he saw Ladybug running right behind him.

"Ah-ha!" Class Clown then zapped his supposed target with his buzzer, but it turned out to simply be a mirror. He growled to himself.

"**Ennie, Meenie, Cat and Bug! Come and get us you big lug!" **Cat called out in a sing-song tone.

"Shut up, you!" Class Clown called out. He then saw Ladybug again and ran down another path.

"**You know, you DO make me laugh. But only because I think you're one of the more pathetic Akuma we've fought,"** Cat called out. He then started laughing. Loud and proud.

"Stop it! Stop LAUGHING!" Class Clown roared. He then tried to shock Ladybug again, but it was just another mirror. He then turned around frantically, his breathing becoming more erratic as Cat's chuckles echoed through the House of Mirrors.

"**Why? I thought you WANTED to make folks laugh, Class Clown!"** Cat taunted as he continued laughing uproariously.

"Not like this! NOT LIKE THIS!" Class Clown screamed as Ladybug suddenly appeared in every mirror. He tried at all of them that he could reach and still nothing! It was no use. Everywhere he looked Ladybug was there and yet not!

_**CLASS CLOWN! Get a grip on yourself! **_Hawk Moth shouted, but it was no use. The villain was so disoriented he had no idea he was being led right outside the entrance of the house.

"Make it stop! Make it STOP!" Class Clown shouted, clutching his ears to drown out Cat's laughter.

"I'll help with that!" called out Ladybug's voice. Suddenly, he realized he was out in the sun and Ladybug was headed right toward him. Before he could do anything, Ladybug rammed into him and knocked the wind out of his lungs. He collapsed to the ground and then looked at his hand which had the buzzer. It wasn't there!

He looked at Ladybug who then held it up. "Looking for this?" she asked tauntingly. Class Clown immediately leapt forward to try and get it, but Ladybug tossed it into the air. "CAT! CATCH!"

Suddenly, from out of the House of Mirrors, Cat Noir jumped out, dropping the spotted projector he'd been holding. His hand then grew black as his energy built up for the final blow.

"CATACLYSM!" he shouted, sending the black shadowy ball at the buzzer.

"NOOOO!" cried Class Clown, but it was too late. When the ball hit the buzzer, it immediately disintegrated, releasing the Akuma inside. The butterfly attempted to get away, but Ladybug was too quick.

"No more evildoing for you, little Akuma, she said as she flung her yo-yo forward to catch the butterfly in it. "Time to de-evilize!" As soon as the butterfly was caught in the spotted toy, the purifying process began. In an instant, the butterfly was turned into a simple insect once again. The yo-yo opened up and the butterfly flew out.

'Bye-bye, little butterfly," Ladybug said, waving to it. She then ran over to the projector, her Lucky Charm, and tossed it up into the air. "MIRACULOUS LADYBUG!"

Suddenly, the projector turned into an infinite swarm of ladybugs. The swarm flew around magically repairing the damages caused by the fight: the roller coaster, the carousel motor, even all the mirrors.

They then flew over both Josh and the remains of the joy buzzer and both were changed back to the way they were. The joy buzzer turned back to its old self and Josh's clown makeup and jumpsuit vanished to regular clothes.

Ladybug and Cat Noir then ran up to each other and fist bumped. "POUND IT!" they exclaimed.

"Nice job with the projector, Cat," Ladybug said with a smile.

"Nonsense. YOU were the one who came up with the idea, remember?" Cat said.

Suddenly, a groan was heard. 'What happened?" The two turned to see Josh sitting up and rubbing his head. "W-where am I? And what am I doing in Kaiba Land? This place isn't even open yet."

"JOSH! JOSH!" The group all turned and saw Serenity and Sydney running up to them, the latter far ahead. Apparently, they had just gotten out of the mirror maze.

"Sydney?" Josh asked. His sister then knelt down and hugged him tightly, fresh happy tears in her eyes. "What's going on?"

"You were turned into an Akuma," Sydney said.

Josh's eyes widened and tears fell as he remembered what had happened and he hugged Sydney as well.

Soon, sirens were heard and some police cars showed up at the entrance of the park. Out came Lisa Gleason, Mr. Damocles, and a few officers, including Sabrina's father, Officer Roger. Lisa raced towards her children and enveloped them in a hug as well.

"I'm so glad you're both safe," Lisa said happily.

Josh then hugged them both tightly. "I'm so, so sorry you guys."

"No we're the ones who should be sorry, Josh," Lisa said and Sydney nodded.

"We were being so horrible to you even when you were just trying to make us happy like Dad used to."

"Yeah but I kept going too far. Dad would have NEVER done some of the stuff I've done. And I never really thought about talking to you guys about how I felt. I just thought you'd think I was being ridiculous. And- and all those times Sydney came home with great grades and you got upset I didn't? I just thought that you guys cared more about those. I suppose underneath everything? I equated school and that stuff with forgetting about Dad."

Lisa and Sydney looked at each other and nodded. "You're right. In a way, we have been trying to forget about your father somewhat. Trying to forget he's gone by keeping ourselves busy," Lisa said

"But it was wrong of us to do that," Sydney sighed. "We were doing a horrible thing. To both you and to Dad's memory. And we should never have been so hard on you like we were." She smiled as new tears fell. "But we're going to do better and we hope you can forgive us."

Josh smiled. "Only if you forgive me," he said. In response, his mother gave him a bigger hug.

"Don't take this the wrong way or anything, but I'm actually kinda glad Hawk Moth akumatized him," Cat said smiling at the scene.

"Yeah," Ladybug agreed.

"Thanks again you two," Officer Roger said.

"Yes, you've done it again," Mr. Damocles agreed with a smile.

"Well, we can't take all the credit this time," Ladybug said. She then gestured to Serenity. "It was _mademoiselle_ Serenity Wheeler who did quite a bit of hero work while the two of us were… indisposed, so to speak."

Serenity blushed a little at that. "I-it was nothing, really."

"We beg to differ," Ladybug said. She then walked up and shook Serenity's hand. "_Merci beaucoup_."

"It was my pleasure," Serenity said grinning.

Suddenly, two beeps sounded.

"Ack!" Ladybug cried. "I'd completely forgotten about that!"

"Same here," Cat cried, "I need to get going. Officer Roger, do you think you could take Serenity home to her host family?"

The police man tipped his hat. "Of course. The other officers have things in hand, I think."

"Great," Cat said. He turned to run off. "See ya, LB, Serenity!"

"Same here. Bug out!" Ladybug called. She threw her yo-yo up to a pole across the street and flew away, throwing a smile wink at Serenity that said, 'I'll see you at home.'

"Well _mademoiselle_," Roger said, "do you mind if I take you to the police station first to talk to you, then take you home?"

"Yes, of course," Serenity said nodding.

* * *

Meanwhile in his lair, Hawk Moth growled as he pondered his defeat. "You may have beat me again, Ladybug and Cat Noir, but because of what I've witnessed today, your Miraculous aren't the only things I'll be after from now on." He grinned maliciously. "So starting today…I have a THIRD target."

The window of his lair then closed, leaving him in the dark to stew in his thoughts.

* * *

Later that evening, after taking a statement from Serenity, Roger took her back the bakery. After waving good night to the officer, she walked in and immediately was engulfed in a massive hug from Tom.

"Serenity! Thank heavens you're alright. We heard about the attack today," he said.

"Are you alright?" Sabine asked. "It must have been so frightening having a supervillain after you."

Serenity extracted herself from Tom's hug and smiled at the two of them. It was sweet of them to be so worried about her despite barely knowing her at all since yesterday.

"I'm fine guys. Really," Serenity said. "I admit, it was scary, but Ladybug and Cat Noir were there to help."

"Oh that's good," Tom sighed happily. "By the way, I think someone else is worried about you too.'

"Marinette?" asked Serenity.

"Yes and also someone I think you know very well," Sabine said.

Serenity thought for a moment and then realized who she could be talking about. "My brother."

"That's right. Marinette intercepted a long-distance call from him when she came home a while ago. She told him you'd call. She's actually up there now. She was as worried as us upon hearing what happened," Sabine answered.

Serenity nodded. "I'll go right up and give him a call to let him know I'm okay."

"You go do that," Tom said, letting her go toward the stairs to Marinette's room.

Upon reaching it, Serenity noticed Marinette sitting on her bed, looking very nervous.

"Hey," she said in a small voice.

"Hi," Serenity said back.

So… your brother called. If you want some privacy, I can-"

"No, it's okay. We're probably going to be talking afterwards, so you can stay up here."

Marinette nodded. "Okay. Just pretend I'm not here."

Serenity then got out her phone and dialed her home number. Almost immediately, it was picked up.

_Hello? Hello!?"_

Serenity giggled at her brother's frantic tone. "Hi Joey," she said.

"_Serenity! T'ank God yer alright! We heard about what happened ova dere! Are ya sure yer okay?"_

"I'm fine, Joey. Really, I am. It was a little scary, being attacked like that, but it's not like it's nothing I haven't faced before, remember? "

"_Serenity, dis is a li'l different than what WE'VE face before, ya know dat right?"_

"I know. I guess you're right, but really I'm fine. I had Ladybug and Cat Noir to help me. They were great!"

"_Yeah, I heard 'bout 'em bein' there. I admit, If I could, I'd get on da next next flight ta Paris and shake their hands til they fell off._

Serenity giggled. "Well next time I see them, I'll tell them that."

Joey chuckled. _"Tanks, sis. So, anythin' else crazy happen today?"_

Serenity thought about telling him about the package she got from Pegasus, but thought against it. No sense in worrying him too much. "Oh, not really. I've made some new friends."

"'_Ey, dat's great, Serenity. Glad yer havin' such a great time there."_

"So am I," Serenity said.

"_Good. 'Ey, listen, I know it's kinda late, so how about ya get some rest after yer nutso day and we talk some more tommara, hah?"_

"That'd be great! I'll even set up my video phone on my laptop and I can introduce you to my roommate, Marinette. She's the girl who answered you when you called her house before."

"_Hey, sounds great." _Joey was quiet for a bit before he spoke again. _"Well, I should let you get to it, hah?"_

"I guess so," Serenity said. "I miss you, Joey."

"_Same here, sis."_

"Well, I'll hopefully see you tomorrow I guess."

"_Yeah. Well, gotta go. Love ya, Serenity."_

"Love you too, Joey. Bye."

"_Bye."_

Serenity then hung up the phone and placed it back on the bed.

"So everything okay?" Marinette asked.

"Oh yeah," Serenity said with a smile. "He heard about Ladybug and Cat Noir helping me out and said he'd love to shake their hands."

"Oh. Really? That's… that's great," Marinette said, suddenly looking at her lap. Serenity knew what was going on in her mind.

"Marinette? Are you okay?" Serenity asked.

Marinette sighed. "To be honest Serenity, I don't know."

Serenity sat on the bed across from her. "Listen, if it makes you feel any better, I kept my word. I didn't tell anyone about your being Ladybug. Not even your parents."

Marinette looked at her with an ashamed smile. "That makes me feel a little better, but I still broke the biggest rule of being a superhero. I revealed my secret identity. And on complete accident."

Serenity put a hand on the French girl's shoulder. "You're really shaken up about it, huh?"

Marinette nodded. "Yeah…" she muttered as she looked down again.

Serenity looked at her friend. "You know, I actually know how you feel, Marinette."

Marinette looked up at her in shock. "You do?"

"Yes I do. I may not be a superhero, but I know what it feels like to be afraid of something and not quite know what to do. When I was allowed to take my bandages off after my eye operation, I was afraid to do it because I was scared that the operation didn't work. But when my brother Joey was in trouble, I knew I had to help him like he helped me and that gave me the courage to take my bandages off and face the world. I know we've only just met, Marinette, but you've got to trust me to have the courage to continue our friendship despite what's happened." She took Marinette's hands in her own. "Do you?"

Marinette didn't say anything at first, but then she took a deep breath and smiled at Serenity. "Yes, I do. Thanks, Serenity."

Serenity smiled back. "Anytime." The two then exchanged a friendly hug. After separating, Serenity looked curious, so now that that's out of the way, mind telling me what that thing I saw in the locker room was?

"Oh, well, uh," Marinette seemed at a loss for words.

"That would be me," a high pitched voice spoke up. Suddenly, something small and red flew out of Marinette's purse. It stopped in front of Serenity and she could see that it was actually a small creature that looked like a ladybug. "My name is Tikki, and I'm Marinette's Kwami. It's nice to finally meet you in person, Serenity."

Serenity simply stared at the tiny creature. "You're…you're…" she said.

Marinette meanwhile stared, a worried look on her face. _Oh boy here it comes, _she thought_._

"Adorable!"

Marinette stared at her and blinked. "Really?" she asked, cocking her head in surprise.

Serenity slowly reached out and poked Tikki in the tummy, causing the Kwami to giggle. "Yeah, she's like a little beanie baby toy or some anime character from back home."

Marinette breathed a sigh of relief. "Well, that went better than what happened when I first met her."

Tikki looked at Marinette and smirked. "You mean the part where you screamed, 'AH! BUG-MOUSE TALKS!'" She accentuated this by making her big eyes already wider and flailing her tiny stubby arms around.

Marinette crossed her arms and gave scrunched up in an adorable pout. "Don't rub it in," she groaned.

Tikki just giggled.

"So I take it you're what gives Marinette her powers to turn into Ladybug, right?" Serenity asked."

Tikki nodded. "That's right. You're very smart, Serenity."

Serenity smiled at the compliment, then thought of something. "Wait a minute. So how DID you end up here in the first place? With Marinette I mean."

Tikki tapped her chin. "It's kind of a long story. I think it would better if Master Fu explained everything."

Marinette frowned. That was what she was afraid of. "Are you sure, Tikki? He might not be very happy."

Tikki turned to her holder and nodded. "Maybe, but it's the right thing to do, don't you think?"

Marinette sighed. "Yeah I guess you're right."

Serenity looked confused. "Wait, who's Master Fu?"

Tikki flew into Marinette's purse as she picked it up and put it over her shoulder. "You'll find out in a bit," Marinette said. "Come on. Oh, and bring that tape you got from Pegasus with you. I think Fu has a VCR that still works. I saw it once in his back room."

* * *

Serenity soon found out who Marinette was talking about. After telling Tom and Sabine they were going out, Marinette led Serenity to a small Chinese massage parlor. It seemed closed, but Marinette simply opened the door and walked right in. She then introduced Serenity to Master Fu, a small Chinese gentleman who looked about the same age as Yugi's grandfather, Solomon. Fu seemed quite surprised when Marinette told him about Serenity knowing, but he didn't appear to be too angry like Marinette feared. Soon the group sat down to drink tea as Tikki nibbled on a cookie.

Master Fu as it turned out was the Keeper of the Kwami, charged with protecting the Miraculous, the items that held the Kwami like Marinette's red earrings and, as she learned, Cat Noir's ring, which held his own Kwami. She was also shocked to learn Fu was actually CENTURIES old! As stated, he didn't look that much older than Mr. Muto. She was even more surprised when a little green turtle thing appeared and was introduced as Wayyz, Fu's Kwami, who then proceeded to chat with Tikki.

Finally, after learning all she could about the Kwami and Fu, the master inquired to Marinette exactly HOW Serenity knew about her being Ladybug. Marinette and Serenity then each took turns relaying the story from when Serenity went to find Marinette to when the two came here to tell him. All the while, the master stayed quiet and nodded or made certain noises at certain times.

Finally, once they were finished, Fu took a sip of tea and said, "My, my. It seems you've had quite the exciting second day in France, Miss Wheeler."

Serenity rolled her eyes. "You can say that again."

Marinette looked down ashamed. "I am so sorry that this happened, Master. You always say to be careful and the one time I'm not, I screw up!"

Master Fu looked at Marinette with an understanding smile. "What's done is done, Marinette. There are some mistakes that can't be fixed."

Wayyz nodded. "In any case, we should count ourselves very lucky the one who witnessed you was Serenity here."

Marinette nodded and perked up a bit. "I guess so."

Master Fu's face then turned more serious. "What I'm more interested to know how Serenity summoned and controlled that dragon."

Marinette's eyes then widened and she turned to her friend. "Yeah, how DID you do that, Serenity?" she asked.

Serenity simply shrugged. "Honestly, I have no idea. It just… appeared when Class Clown was about to get me, and somehow I knew it was there to protect me."

Master Fu stroked his mustache in thought. "Hmmm… Very interesting, indeed."

Serenity nodded. "It is weird, but it can't be a coincidence that it happened the same day I got this. She then reached into her pocket and took out the Red-Eyes Black Dragon card.

"What is that?" Wayyz asked, flying up with Tikki to get a closer look.

"This is a Red-Eyes Black Dragon Duel Monsters card that Maximillion Pegasus sent me," Serenity explained.

Master Fu nodded. "I see. Serenity, you said that Class Clown was apparently ordered by Hawk Moth to attack you, yes?"

Serenity nodded. "I do, but why would he want me? I thought you said that he's after Ladybug and Cat Noir's Miraculous'."

It must have something to do with the Red-Eyes Black Dragon," Master Fu explained.

Tikki then piped up. "If I may, Master, Serenity also has a bunch of other Duel Monsters cards.

Marinette quirked an eyebrow. "But what would this have to do with those, Tikki?"

"Because they look like the Shadow Game tablets," Tikki explained.

At that, Wayyz gasped and Master Fu's eyes narrowed. "Are you sure, Tikki?" he asked.

Tikki nodded.

Marinette then raised her hand like she would in class. "Um, I'm sorry. I'm a bit out of the loop here. What exactly ARE Shadow Game tablets? Tikki mentioned them before Class Clown interrupted."

Serenity looked at the ancient trio in shock. "Wait, you've HEARD of the Shadow Games?"

Tikki's expression turned grave. "I haven't just heard of them, I've SEEN them."

"As have I. And I've told Fu about them," Wayyz added. "How do YOU know of them, Serenity?"

"I saw my brother and a friend of mine lose at some when competing in a Duel Monsters tournament…" She shivered. "It wasn't an enjoyable experience for either of them."

Marinette could tell from the looks on everyone's faces that these "Shadow Games" were as dark as they sounded. "So…what ARE they?"

Tikki then turned to Marinette. "You remember me telling you how there was an Ancient Egyptian Ladybug five thousand years ago, Marinette?"

Marinette nodded. "Yeah, so?"

"Well, that wasn't the only thing that happened back then."

Wayyz then piped in. "Five thousand years ago, games were played by rulers using monsters and magic for riches and glory. These games were the Shadow Games. By using powerful magic's, you bet your soul if you lost. Eventually, the rulers started losing control of the magic's and they almost destroyed the world, until a brave and powerful pharaoh locked the dark magic away."

Marinette looked at the Kwamis. "You're kidding, right?" she asked, obviously hoping this was just a story.

"It's true, Marinette," Serenity said. "These games are real, and they're very deadly. Joey and my friend Mai nearly lost their lives when they lost two a few years back. It was only through sheer luck, willpower and the fact that my friend Yugi beat the guy responsible for putting them there they were able to be freed. "

Marinette looked at her, shocked. After a bit, she looked at the Red-Eyes lying on the table. "And the cards?"

"Duel Monsters is based on those games," Serenity explained. "Pegasus found numerous tablets on an archaeological dig years ago. He used the likenesses on those to make the cards.

Tikki gasped. "So THAT'S why the cards look so much like the tablets that the monsters were imprisoned in."

"Unfortunately," Serenity sighed. "And to make matters worse, Pegasus inadvertently unleashed the magic's from years ago back on Earth when he made them."

Master Fu nodded at this. "Hawk Moth is already after the Miraculous. If he were to obtain Shadow Magic as well, the world as we know it could end."

Marinette then stood up. "Then I have to make sure that never happens. Me and Cat Noir."

"I'm in too, Marinette," Serenity said.

The group then looked at her. "Are you sure, Serenity?" Marinette asked.

"She's right," Wayyz said. "After what happened today, you know what's likely to come."

Serenity nodded. "I know. But Hawk Moth is after me anyway. It's better that I put up a fight than do nothing. It's what my brother and his friends would do, and I don't wanna let them down." She then turned to Marinette and smirked. "Besides, if this has to do with Shadow Games and Duel Monsters, you may need my help in that department."

Master Fu stroked his mustache in thought. "Very well, but be careful, you two. Hawk Moth isn't going to go down without a fight either and we still don't know what your connection to the Red-Eyes Black Dragon is, Serenity. We do not yet know if it's protecting you, or using you.

Serenity bowed slightly in respect. "I understand, Master Fu." Her face then turned to one of realization. "Oh! The tape! We nearly forgot!"

Master Fu looked confused. "What tape?"

"That's right!" Marinette exclaimed. "Pegasus sent a videotape to Serenity along with her Red-Eyes card."

Serenity then took the videotape out of her backpack which she had taken with her. "Marinette said you have a VCR in your back room?"

Master Fu smiled at them. "Indeed I do. Nice noticing skills, Marinette." The French girl blushed as Fu continued. "I may be impressed by all these modern inventions being created each day, but it's always nice to go back to older technology. Come, I'll show you." He then led the group to the back room which doubled as his living space. Sure enough, there was a VCR player attached to an old television set. "Pop it in and see if it will play," Fu said, gesturing to the player.

Serenity looked at the tape, unsure if she should or not. Finally she walked toward it. "Be on your guards, though," she told the group of humans and Kwami. "My brother's told me Pegasus doesn't have a good record with video tapes." She ignored the confused looks she got as she pushed the tape in. The VCR started and Serenity turned on the T.V. The tape started playing.

After a few seconds, Pegasus's face appeared on the screen. He looked exactly like she'd seen in pictures; same white hair draping down over the left side of his face (obviously to hide the fact he had no eye there), same reddish-pink suit, and same calculating look in his remaining right eye. Serenity felt herself shiver just looking at him.

"_Greetings, Miss Wheeler," _Pegasus said as he began to speak._ "As we've never met properly, allow me to introduce myself." _

He bowed slightly. "_I am Maximilian Pegasus. You've no doubt heard of me from the DELIGHTFUL stories you're older brother and his friends have relayed to you through secondhand accounts." _ He chuckled at that and Serenity rolled her eyes. _"While they are all unfortunately true, I can assure you that those days are long past and I am now dedicated to simply making the world a far more enjoyable and fun one for all." _

Serenity wasn't quite sure if she believed that, but decided to accept it with a grain of salt.

"_Now, you_ _are most likely wondering why I have sent you this videotape and the Red-Eyes Black Dragon card, even though we've never officially met. Well here's your answer: during my studies of the origins of Duel Monsters from Ancient Egypt, I learned that Shadow Magic chose certain individuals and their descendants to carry a connection to certain Duel Monsters. I could sense these connections myself before I had lost my Millennium Eye."_

Upon hearing that, she heard Tikki and Wayyz gasp; she knew she'd have a bit more to explain after this.

"_So when your brother played his Red-Eyes Black Dragon in his duels I had witnessed in Duelist Kingdom, I sensed the connection between him and his dragon. Therefore, Miss Wheeler, I believe that YOU, being of your brother's bloodline, ALSO possess this connection." _

Serenity gaped at what she just heard. SHE and JOEY had a connection to the Red-Eyes Black Dragon!? That seemed impossible. Then again, Yugi has a deep connection to his Dark Magician through his connection with the Pharaoh Atem. So maybe it wasn't so crazy after all.

"_But make no mistake," _Pegasus continued. _"Even though the Millennium Items are now long gone, the magic used to tap into the Shadow Realm still remains, and if this connection between you and the Dragon exists, there will be those who will wish to use you to gain Shadow Magic." _

_Like Hawk Moth, _Serenity thought.

"_But there is good news. If the connection exists, you will be able to summon the Red-Eyes Black Dragon to protect you in times of danger, and in time, you will harness abilities beyond your wildest dreams. I would tell you what these abilities are, but in truth, even I don't know really know. All I can tell you, Miss Wheeler is good luck, and to trust in the cards. They will show you the way."_

Immediately after, the tape stopped and screen turned to fuzz. The entire group was stunned at what they had just seen and heard. As the tape popped out, Marinette asked, "Well Serenity, what now?"

Serenity turned to look at the quartet. She then looked at the Red-Eyes car she currently held in her hand. "I guess we just need to do what Pegasus said, you guys."

"Trust in the cards."

**A/N I have finally finished the third chapter of this fiction. YAYYYYYY!**

**Now for a bit of sad news:**

**Since real life will be rearing its ugly head very soon (last semester of college, finding a second job, hopefully moving out of my parents' house before the year is up, etc.), I will not be able to continually publish chapters for this fic like I'm sure many of you hope. Especially since, in order to cut down on money once I DO move, I won't have internet connection for a while until I know I can afford it easier. **

**However, all is not lost.**

**I will be trying my damnedest to work on this story when I can, but I have agreed with the authors I am co-writing with/have adopted this from that three chapters a year at most seems like a reasonable amount to publish, particularly since, according to Jeremy Zagg, "Miraculous" is already going to have a fourth AND fifth season (as far as we know, that's the last one), so it's gonna be around for a while.**

**As this is the third chapter, I'm afraid all of you are going to have to wait until next year for the other three. Still, I hope you all can wait that long, because I'm really going to work hard to do well at this story.**

**Again, sorry it has to be like this, but that's way it has to be sometimes with life. Hope to see lots of reviews on this.**

**Thanks,**

**MajorBrony95**

**P.S. The thing about the tapes being eaten when being rewound was based off of something that actually happened to us years ago with an old T.V. we had that had a VCR along with it. We still have a working VCR that's separate, but we don't use it much anymore.**

**Also, can anyone figure out what I based the scene with Cat Noir taunting Class Clown off of? **


	4. Chapter 4

"This is so exciting! I've never tried anything like this before," Serenity said as she adjusted a white chest plate in front of a mirror. She also had a red and white glove on her hand. At her feet was a fencing helmet and mask.

"I know," Tikki squeaked, the little red Kwami flying up to take a look herself at the auburn haired girl. "I never took you for the sporty type, Serenity."

She giggled at that. "I'm not really," she admitted, "but considering what happened a while back, I thought it best to learn some form of self-defense. After all, I can't have Ladybug and Cat Noir around to save me after all."

Currently, Serenity was in the locker room of the Collège Françoise Dupont. It had been four days since the escapade with Class Clown and already Serenity was settling in well in Paris and at the Collège. She had adjusted well at the bakery and greatly enjoyed her time with the Dupain-Chengs. Tom and Sabine were very kind and welcoming and were obviously doing everything in their power to make Serenity feel at home with them. Not only that, Serenity had introduced Joey to her new friend the day after the incident and the two had gotten along great.

* * *

"_Oh, I'm a little nervous, Serenity," Marinette said as said girl was preparing her computer to set up a video chat with her brother._

"_You have nothing to be nervous about, Marinette. I'm sure you and Joey will get along great. Remember, I told him good things about you. Plus you've talked to him before when you answered his call."_

_Marinette nodded. "I know. It's just that this is essentially a celebrity I'm going to be talking to and… well, you've seen how I do talking to celebrities." She rubbed her arm embarrassedly. "Plus, that wasn't exactly 'talking,' you know? I just intercepted a phone call."_

"_I'm sure you'll do fine," Tikki assured, flying onto Marinette's shoulder. "From what Serenity tells us, he's a really nice guy."_

"_Yeah," Serenity confirmed. "Like I told you, you've got nothing to worry about." She then looked at the Kwami. "Though Tikki, you may want to hide. Joey and my friends are used to weird and magical things, believe me, but I think it would probably be for the best._

_Tikki then nodded. "Right. I'll be right behind the pillow." She then smiled at Marinette. "You'll do great."_

"_Thanks, Tikki," Marinette said as the Kwami nuzzled her before zooming behind Mariette's pillow as Serenity fired up the call. After a few seconds, the screen lit up and Joey's smiling face lit it up._

"'Ey, Serenity!," _Joey, said. _"Great ta see ya again."

_Serenity giggled at her brother's statement. "Joey, we just talked last night, remember?"_

"C'mon. Can't a guy miss his little sis when she's thousandsa miles away?" _Joey asked incredulously, though Serenity knew he was just joking._

"Of course," _Serenity said. She then smiled at him._ "So, I have someone I'd like you to meet." _She then reached out and pulled Marinette into the camera frame. The Parisian had a slight nervous smile on her face as she meekly waved. _"This is Marinette Dupain-Cheng. The girl I told you about."

_Joey seemed to have to think for a second before he snapped his fingers._ "Oh yeah! Yer roommate. The girl who I spoke ta last night when I tried ta call." _Joey exclaimed. He then grinned at Marinette._ "Pleasure ta meet ya officially, kid."

_Marinette (who was still waving a little) stopped waving abruptly and quickly put her hand down._ "Yep, that's me," _she said._ "It's so nice to meet you officially, Mr. Wheeler."

_Joey chuckled at that._ "Please kid. I'm not THAT old. Just call me Joey, alright? Any friend of my sis's deserves it."

_Marinette's blue eyes widened at that. _"Oh, sure, sure! Just Joey! Got it!" _It was evident that she was still nervous despite Serenity and Tikki's assurances. And apparently Joey noticed it too._

"Hey, uh, she okay, sis?" _Joey asked. Marinette, realizing how she was acting, buried her face in her hands in embarrassment._

"_I'm so sorry," she sighed." I'm just not really used to taking to big celebrities when I first meet them."_

_Joey looked surprised by that and slightly flattere_d. "Hey, I'm not celeb, trust me. I'm just a regular guy from Japan."

"_Well Marinette here actually knows a celebrity," Serenity said with a smile. "A fashion model named Adrien Agreste." _

_Marinette buried her face in her hands again as Joey looked at her._ "Really? Get out! How do ya know him? Not that I actually heard of 'im, of course. I'm not inta that sorta stuff."

"_Well, see, he, kinda goes to my school. Though I guess you could say it's OUR school, since Serenity and I go to the same one," Marinette stated before adding an awkward chuckle._

"Seriously?" _Joey asked. _"How in the world does a guy like that get ta go ta a public school? I'd think he'd go ta a school fer rich kids or be home schooled like Mokuba is."

"_Well, it seems he managed to convince his father to let him go there." Serenity said. "And get this. He's also a fan of yours." She said this last bit in a tone that Marinette guessed was to get some sort of reaction out of him._

_Sure enough, when Joey heard that his eyes grew large and a huge goofy smile appeared on his face._

"Wait, you serious, Serenity!? Yer not pullin' my leg here or anythin'. A celebrity known all over the world knows MY name and is a fan of ME!? Plus, you and yer pal KNOW him!?"

"_That's right~" Serenity sang._

_At once, Joey danced away from the camera and began doing a goofy-looking victory dance. He didn't seem to care he was doing it in front of people._

"OH YEAH! I GOT A CELEBRITY FAN! HA! WAIT'LL THE OTHAS HEAR ABOUT DIS! AND OL' MONEYBAGS KAIBA? HA! HE'LL NEVA THINK O' ME AS THIRD-RATE DUELIST EVA AGAIN!" _Joey cheered._

_Marinette simply stared at the odd display occurring in front of her. She had read that Joey Wheeler wasn't like other professional Duelists like Yugi Muto and Seto Kaiba, somewhat serious or focused all the time, but even she hadn't expected this. _

_At the moment, Joey was doing an odd looking chicken/disco-esque move. By her side, Serenity was trying not to laugh at her brother's actions. Finally, it seemed she had some pity for her brother for unknowingly making a fool of himself. _

"_Okay Joey. I think you can stop know," Serenity said, trying to keep her giggles under control. At that, her brother halted his strange dance in a strange pose to look at his sister. He then saw her struggling to contain her laughter and Saw Marinette, her blue eyes wide, no doubt in shock at what she saw. _

"Oh! Uh, heh, heh. S-sorry 'bout dat. I, I guess I got a little carried away dere," _Joey stated as he got back in front of the camera, rubbing the back of his head with a sheepish grin, his face like a tomato._

"Oh, no, no. It's fine_," Marinette stated._ "Believe me, I've done PLENTY of embarrassing things in front of people. Why would you believe when I was picking up Serenity from the airport, I tripped over my own feet and landed right in a bunch of suitcases?"

"Seriously?" _Joey asked._

"Oh yeah," _Marinette stated._ "See, it happened like this…"

_After that display of Joey's, Marinette seemed much more at ease around him. For the next half an hour or so, the three talked at length about many things (how things were back home with Joey, Lynn, and their friends, Marinette told Joey about her dreams of being a designer, things like that.) Finally, after looking at the clock behind him, Joey stated, _"Whoa, look at da time. I should probably let you girls get back ta whatever yer gonna do today, huh? Sorry fer takin dis long."

"_It was no problem, Joey," Serenity said. "You know I always love talking to you."_

"Yeah, it was great talkin' to ya, sis. And you too, Mari."

_Marinette giggled at the use of the nickname. "The pleasure was mine, Joey."_

"Yeah, so you two take care of yerselves, 'kay?"

"_We will, Joey. Promise"_

"Right. Well, so long. Love ya, Serenity."

"_Love you too, bro."_

"_So long," Marinette said, waving along with Serenity as the screen went black._

"_Well. There now, you see? Nothing to worry about," Serenity said to her friend._

"_She's right," Tikki said, flying out from behind the pillow to land on her chosen's shoulder._

"_Yeah, I guess you were right," Marinette agreed. "That wasn't so bad." She then looked at Serenity with a grin. "Though I think I could have done without seeing that dance." The two then started laughing. Tikki however looked confused._

_Seeing the Kwami's look, Serenity got off the bed. "Well, you see Tikki, Joey did sort of a dance that was kinda like this." At that, she attempted to do a version of Joey's dance, but only succeeded in making it seem as though she had a frog in her pants._

"_No, no, no. It was more like THIS," Marinette said. She then also started attempting to do the dance but succeeded as badly as Serenity. Soon the attempts to recreate Joey's dance dissolved into a contest to see who could do the silliest dance, which soon turned into an hour of just dancing goofily until they collapsed to the ground with laughter._

* * *

After that, things continued going great for Serenity. She had met many of Marinette's school friends other than Alya, Adrien and Nino over the course of time she was attending the Collège.

Rose Lavillant and Juleka Couffaine, while apparently best friends, were as different as night and day… literally. Rose was peppy, perky and always seemed to have a large smile on her face. Plus, she wore quite a bit of pink. Juleka in contrast, while nowhere horrible, was much more reserved, a little withdrawn and a bit quieter and wore darker clothes of black and purple. Nevertheless, they gave her a warm welcome (Rose actually gave her a hug with such immensity she thought she would break her back.)

Mylène Haprèle was a sweet, if meek girl who Serenity took a liking to as well. Apparently, her father was a famous mime. Serenity kept quiet about the fact that she and her friends hadn't had good encounters with mimes after what happened with Yugi and Marik's minion, Strings, at Battle City.

Alix Kubdel was the exact opposite; tomboyish and sporty, when she had found out she knew the king of games as well as being Joey Wheeler's sister, she begged her to introduce her to them, believing it would help her up her game. However, she was interrupted by another member of the class, Lê Chiến Kim, jumped in and said that he deserved to get tips from Yugi and Joey. It then dissolved into an argument that Marinette quickly and quietly led Serenity away from, stating they were like that ALL the time.

She then met Ivan Bruel. At first, she was a little intimidated upon seeing the large boy, but learned he was very kind and, to her surprise, he was actually dating Mylène. Marinette also told her in private later that Ivan had been the first Akumatized villain she and Cat Noir had fought, Stonheart.

They then met Max Kanté, a very smart boy who was actually interested in if Serenity knew Seto Kaiba. When she said she did, Max was ecstatic. As it turned out, he was a fan of Kaiba's tech prowess for years, which rather surprised Serenity as she never knew anyone who was interested in Kaiba for anything other than his money, his looks, or his dueling skills. Max actually hoped to work at Kaiba Corp once he was old enough.

Finally, she met Nathanial Kurtzburg, a shy artist who was very good from what she saw. Apparently he wanted to try and get into drawing comics when he got older. Serenity wished him luck with that and she swore she saw him blushing slightly as she left. Marinette said that he apparently used to have a crush on her, though he had apparently gotten over it and now saw her as a friend. No doubt he was flattered by a pretty girl like Serenity complimenting him.

Meeting all these nice new friends was more than enough to drive the thought of meeting Chloe out of her head. Unfortunately, she was there, glowering at her in nearly every class. Apparently, Adrien catching her was still a sore spot for her. Thankfully Serenity had Marinette to help her take care of Chloe at school.

As for why she was here after school hours, the fencing academy that sponsored and trained the school's team was hosting tryouts for the team. After the incident a few days ago, Serenity decided to try out. Being able to wield a fencing sabre, or any sort of weapon like it, would definitely help ensure she could stay safe in case another Akuma attacked. After all, she couldn't rely on Cat Noir and Marinette to save her like last time.

Speaking of Marinette, Serenity wasn't the only one in the room who was trying out for the fencing team. Across from her was Marinette who also had a chest plate on. She was over by a table with many fencing helmets. Yes, Marinette was trying out for the fencing team as well, but for a different reason than Serenity was.

Tikki flew over to her chosen and floated above her, eying her in her gear.

"You know, this fencing gear really does suit you, Marinette," Tikki stated.

"Yeah, you look great," Serenity stated.

"Thank you, Tikki, Serenity," the bluenette stated. She then gave them weary smiles. "Let's just hope that wielding a saber is a lot easier than finding a helmet that fits." As she said this, Marinette then put the helmet she was holding in her hands onto her head. Unfortunately, the helmet slipped to the side, causing Marinette to groan in agitation.

As Tikki giggled at that, Serenity picked her helmet up, came over and asked with a chuckle of her own, "Isn't that, like, the fifth helmet you've tried on, Mari?"

Marinette sighed. "Yes." She then pulled the helmet off her head. "I gotta ace these try-outs, you guys! D'Argencourt is the most prestigious fencing academy in all of Paris! I've only got this one shot to show them what I've got and get onto the team!

"Well, don't forget," Serenity said, "You're not the only one trying to get on, Marinette." Serenity gave her friend a smirk. "As of now, we're rivals for different reasons here, don't forget."

Marinette gave her friend a smirk in return. "I know, I know."

Tikki then piped up. "I wouldn't worry, girls. You've both been reviewing the fencing rules all weekend with each other. It's going to be great! I'll bet you both do so well, they won't know WHO to choose. Plus, even if one of you doesn't get picked, you shouldn't be upset over the other getting chosen if that happens."

Serenity and Marinette's smirks then turned into smiles as they nodded. "You're right, Tikki," Serenity said. "Even if one of us gets picked, we won't let it bother us."

"Right," added Marinette. "Though I have to say, with what Tikki said about practicing, I'm sure going to make quite an impression on Adrien!" As she said that, she slammed the helmet back down on the table. Unfortunately, this led to upsetting the others laid out. Marinette yelped as she along with a helpful Serenity scrambled to catch them before they fell off. However, they only managed to catch a few, though Marinette did manage an impressive feat of catching one on her feet… well, foot. "Ah, here we go!" she said. "THIS one should fit perfectly!" At that, Serenity and Tikki shared another chuckle.

They then started putting away the helmets before Serenity turned to Marinette. "Oh by the way, before we go out, I want to show you guys something cool." She then went to her locker and got out the cards that Pegasus had given her. "Remember how I told you of how when I first dueled for real in a virtual world?" she asked the two, who nodded in agreement. "Well," Serenity continued, "there are a few of the cards I used in the deck Pegasus gave me, including this." At that, Serenity held out a card to show them. Tikki and Marinette looked down at it and gasped. It had a picture of a woman with short blonde hair in white and gold armor, holding a sword to her chest. On top was the words "St. Joan."

"This has always been one of my favorite since then," Serenity stated. She then noticed her friends looking at the card oddly. In particular, she noticed Tikki's eyes growing slightly watery. "Um, guys? Is everything okay?"

At that, the two seem to snap out of it. "Oh sure! Everything's fine," Marinette stated. "Now, uh, maybe you should put those back. They are really cool, but we probably need to get outside now."

Serenity looked down at the cards in her hands and then nodded. "You're probably right." She then went to the locker and put them back before running over, grabbing her helmet and a sabre and leaving. Tikki turned to follow them and watch, but before she did, she turned and looked at the locker, a sad and pensive look on her usually happy face and murmured one word:

"Jeanne."

* * *

Once both girls were prepared, they left the locker room and went out to the court yard where she had met Mr. Damocles not too long ago. They were placed into a line of five other perspective fencing candidates. To the other side were seven students, dressed in full fencing gear as opposed to the try-out's gloves, plates and helmets. Behind them was what looked like a large scoring box with a red light and a green light. Between the groups paced a tall, thin and muscular man with a small amount of dark brown hair atop his head and blue eyes. He was also wearing a white fencing outfit with a black phoenix crest on it like all the students and challengers were. His major prominent features were a long and narrow nose with a large curly mustache. "I am the fencing master, Mr. Armand D'Argencourt," he spoke. "As I'm sure you're aware, we have only one open spot on the team this year." D'Argencourt then stopped in front of the challengers. "So, in order to select the best possible candidate, I will observe the beginners performing a number of attacks on the experienced students."

Marinette meanwhile looked around and whispered to Serenity, "Where's Adrien?" Serenity merely shrugged.

D'Argencourthad apparently not heard her question as he gestured to the students behind him with his arm. "Get into position."

A student then walked up to Serenity.

"Hi," Serenity said. "I'm real excited to be fighting against you today.

Suddenly, the student lifted up their helmet to reveal a familiar face. "Hey! It's you! Nice to see you again so soon."

Serenity's eyes widened. "Sydney!? What are you doing here?" Serenity hadn't seen the girl since the Class Clown incident.

"Oh, I've been taking fencing lessons since I was a child, Serenity," Sydney said.

Serenity smiled. "Wow! Talk about a coincidence."

"Yeah," Sydney agreed. The two then heard a small yelp of surprise. The two looked to the side to see Marinette standing gob smacked with a hand on her cheek as she stared open eyed at her partner. Serenity couldn't help but smirk at her friends look as she saw who she'd be facing: none other than Adrien Agreste himself.

"Is she with you?" Sydney asked, to which the auburn-haired nodded. "Your friend's lucky than. Adrien's great with new students."

As the two watched, Marinette began to stutter, "A-Adrien! Nice to fencing, I'm totally into you! Uhh, I mean, nice to see you! Yeah, I'm totally into fencing." Adrien looked at her oddly a little before chuckling gently and smiling. Marinette then giggled as a blush colored her cheeks.

Sydney stared before a knowing smile crossed her face. "Ohhh. I get it. She's one of THOSE girls, huh?"

"Hmm?" Serenity questioned.

"Yeah, you know. The girl who attempts to get on the same team as the guy she likes because she hopes to get closer to him. I've seen a couple of those since Adrien joined the team. Some of them have been just terrible though. One girl actually tried to have her friend battle FOR her while SHE tried to talk to Adrien. Eventually, D'Argencourt had to ask her to leave. She threw a tantrum until he let her sit in the rest of class. Even then, she was so annoying we barely got any work done."

Serenity rolled her eyes. She had a feeling who THAT girl had been. "Well, not to worry. Marinette's not like THAT type of person at all. Plus, she and I have been practicing all weekend. She'll be great."

Sydney looked at her oddly. "You aren't worried she could take the spot? Speaking of, what are you doing here anyway?"

"Well, we both agreed to support whoever got on the team, no matter what," Serenity stated. "And to answer the second question-" But before she could answer, D'Argencourt raised his arm.

"Get into position!" he called out.

"Guess we'll have to finish this later," Sydney said. "Don't expect me to go easy. You're trying for a spot on Paris' best fencing team after all."

"Wouldn't have it any other way," Serenity said fiercely. She then put on her helmet on and got into the fencing position with her knees bent, her left foot back, turned outward and her sabre out before standing back at attention.

"Wow! I'm impressed!" Sydney said before doing the same. The two then looked over at Marinette and Adrien. What was happening was a picture perfect moment Adrien was standing by Marinette's side He with his arm around her to have her lean forward and using his other hand to guide hers so her saber was pointing out. All the while, Marinette was all blushes and giggles despite following his instructions.

Sydney rolled her eyes with a smirk. "Oh yeah. She's got it bad," she drawled.

"Greet each other!" D'Argencourt called out. He crossed his saber arm over his chest and then snapped it out to his side in the traditional fencing greeting.

Sydney and Serenity did the same.

"En garde! Prêt? Allez!"

At that, the students begin fencing while D'Argencourt walked and watched. One unfortunate student made his swings a bit too wide and missed entirely before falling over. No doubt that was going to cost him.

Serenity and Sydney began thrusting back and forth, their metals clanging against each other. Sydney made a strike, but Serenity dodged before striking back and managing to hit Sydney.

D'Argencourt stopped to watch for a bit then spoke. "Attaque! Touche. Point!" He then indicated to Serenity. "Very good. Continue!"

"Point to you. Very good, Serenity," stated Sydney as she pushes up her helmet.

"Thanks!" Serenity said as she lifted hers as well.

"Well, let's continue, shall we?" Sydney asked as she lowered her helmet again. Serenity did the same**. "**En garde! Prêt? allez!

The two then fought again, a little more fiercely this time. As they fought, Sydney spoke up. "Your friend seems to be doing well. Surprising. Adrien's the best in the class."

"Well, I WAS the one who was practicing with her all weekend," Serenity pointed out as she blocked a few thrusts. She then did a few more moves before Sydney struck her. However, very shortly (Serenity got her in the chest.

"Attack, parry, riposte, counterattack. Nice. The point goes to you, Serenity."

Serenity then pushed her helmet up to quirk an eyebrow at her. "But I don't get it. You hit me first."

Sydney then pushed her helmet up and began to explain. "See, with saber fencing, the attacker doesn't necessarily win the point even though he touched his opponent first. You took the initiative, so we say that you had priority. I can only parry or riposte, so I lose."

Serenity looked shocked at that. "But everything's happening so fast, I mean, how can you know who won the point?" she asked.

Sydney simply shrugged. "We don't always know for sure. That's why you can also abstain." She then looked over at Marinette and Adrien, laughing a little. "I think she may be getting the same talk you are."

Serenity looked over and noticed Marinette and Adrien talking. Well more like he was talking and she just looked confused. "I wouldn't be surprised," Serenity chuckled.

Sydney smiled at the scene a bit before turning to Serenity. "Now. Shall we continue, _Madame_?" She then lowered her helmet.

"We shall," Serenity stated as she then lowered hers and got ready to fence again. However but before they could move, a shout rang out.

"Hey, you!"

Everyone halted what they were doing and looked to see a figure standing behind D'Argencourt. The figure was dressed in red fencing gear and stood upon on the scoring box, a red saber in hand.

"Are you Mr. D'Argencourt, the fencing master?" The figure asked. "I wanna join your team."

D'Argencourt turned with a frown. "Only the best are admitted here, you knave."

"And I was, everywhere I went," the figure stated, twirling the sabre with a flourish.

D'Argencourt then smiled. "Part le fer! This whippersnapper has nerve!" he stated as the figure jumped off the box and walked toward him. "All right! I may consider your admission, shall you defeat one of my students." He then gestured to the gathered crowd as the figure walked forward.

"Which one of you is the best combatant?!"

As the question was asked, the crowd murmured before parting like the Red Sea to reveal Adrien who lifted up his helmet.

D'Argencourt smirked. "Adrien, please give our visitor a lesson in chivalry."

Adrien returned the smirk and lowers his helmet. "I shall, Master," he stated. He then walked forward as Marinette lifted her helmet. Serenity walked toward her and they shared a look before hurrying forward to watch what was sure to be an interesting match.

* * *

Soon, Adrien and the red figure were facing each other, now attached to the scoring box and standing beside it, D'Argencourt standing on top to act as referee. Adrien touches his saber to the figure's shoulder, causing the red light to light up and buzz. The figure did the same and the green light did the same. No doubt this was to test the box. The two then bowed and walk apart. Adrien bends his saber blade while the figure swung the blade around in what looked like a combo of fencing and martial arts. From the front, Marinette and Serenity (joined by Sydney on Marinette's left) watched. It was obvious that whoever this person was, they were very skilled.

Marinette gasped at what she saw and looked down at the ground. "Great. There goes any chance either of us had of making the team, Serenity. This guy's obviously better than everyone."

Sensing her friend's distress, Serenity placed a hand on her shoulder. "It's not over yet, Marinette."

"Yeah," Sydney added. "This guy still has to beat Adrien."

Serenity looked at the figure and squinted a bit. She was unsure if "guy" was the right word. If she was being honest, the figure looked a bit skinny and the outfit seemed to show off in certain… areas. Plus, the voice seemed a little high to be a male. She had to wonder. Was this guy REALLY a guy? She was then pulled out of her thoughts once D'Argencourtbegan the countdown**.**"

"En garde! Prêt... allez!"

Adrien and the figure then lunged at each other and, after a few moments of fighting, touched each other and both point buzzers went off at the same time.

"Simultané! Par un toucher!" announced D'Argencourt, his arms out to the side.

Adrien and the figure then returned to their starting points, doing as they did before the match with their swords.

"I could have sworn Adrien touched him first..." whispered Marinette to Serenity, who simply shrugged.

"Not sure," Sydney stated. "Anyway, you never question the referee's decision." The trio then turned back as the combatants prepared again.

"En garde! Prêt... allez!"

Again, the figure and Adrien lunged at each other, lighting up both sides of the points box. Around them the crowd murmured in surprise and impressed shock at the yet again double victory.

D'Argencourt had a confused look on his face as he looked from side to side. "Uhh... Abstention!" he called, swinging his right arm down.

"What's happening?" Serenity asked.

"Mr. D'Argencourt isn't sure who won, so he's chosen to abstain," explained Sydney. "This is a sure turning into a tight bout, that's for sure."

Serenity couldn't help but agree. This was like watching a match between two skilled duelists who kept chipping away at each other until they were at equal Life Points each time.

Once again, D'Argencourt raised his arm as the two went back. "En garde…"

Suddenly, the figure called, "Wait," causing the fencing master to stop and turn as the figure continued. "I request that we do it the old-fashioned way. We'll be much more at ease without the machine."  
D'Argencourt then turned to his student. "Adrien?"

"Fine with me." he stated as he unplugged his body cord from the machine, the figure doing the same before back flipping and showing off with the saber again.

"Whoever this person is, there quite the showmen," Serenity stated.

Marinette however looked concerned. "But how will we know who touched the other one first?"

"By watching very closely," Sydney stated before everyone's attention turned back to the match.

En garde... Prêt... allez!

At that, Adrien and and the figure lunged each other a third time, sabers clashing. The figure then slightly pushed Adrien into a post, clutching his chest. As the figure swung, he dodged and, surprisingly, the fight started making its way up the stairs surrounding the courtyard. The figure then actually jumped ahead on the railing up to the second level, causing the crowd to be very surprised.

"Woah!" Sydney gasped.

"Amazing!" Serenity said. "It's just like an old swashbuckling film!"

Marinettethen turned to D'Argencourt who was now standing next to her. "Is this what fencing's all about?!" she asked amazed.

D'Argencourt then shouted excitedly, "Part le fer! This IS what fencing's all about!"

He and the remaining students ran over to the base of the stairs. Marinette and Serenity unfortunately couldn't quite see over the other students. Suddenly, Marinette ran over to the other set of stairs.

"Marinette," called Serenity, but her friend ignored her.

Meanwhile, Adrien was pinned between the figure and the railing of the stairs.

"Is that all you can do?" the figure snarled.

However, it seemed it wasn't as Adrien used his saber to force the figure off him and went further upstairs, the red figure following him. Marinette meanwhile had gotten up the first flight of stairs, while her classmates, D'Argencourt and Serenity were still at the base of the other stairs.

"The fateful moment has arrived!" D'Argencourt shouted. Unfortunately, his statement caused a stampede of students running up him the stairs…and over him.

Serenity and Sydney managed to reign in their excitement and winced at the sight of the fencing master, his back covered in footprints and grunting in pain.

"Do… do you need help, sir?" Sydney asked unsure. However D'Argencourt simply made a feeble "go on" motion with his hand and the two stepped around him carefully beofre running up as well

Meanwhile, the figure and Adrien were still fencing furiously. Suddenly, they burst right into the Library where Adrien knocked the figure inside. They begin making a mess of the library (which was thankfully empty at that time) and as Marinette stood by the door watching the fast paced battle, a book cart zoomed out into the hallway, nearly hitting the bluenette who dodged in time.

At the bottom of the stairs stood Serenity, Sydney and the rest of the students. D'Argencourt suddenly pushed them aside.

"Let me through! Move!" he shouted. However, while the students saw the incoming book cart and began to flee down the stairs, D'Argencourt once again got the worst of it. Sydney and Serenity pushed themselves against the wall to avoid the students running past them as the cart hit D'Argencourt into the wall behind him. He grunted in pain yet again as the girls winced.

"That's gonna leave a mark," Serenity stated before the two raced upstairs to join Marinette at the doors of the library.

In the library, the combatants were still fencing, with only Marinette to watch.

"Let's finish this off!" the figure stated.

The red figure and Adrien then once more lunged at each other, blades clashing until both sabers seemingly touched the other at the same time. Marinette gasped at this amazing display of swordsmanship. At that moment, the figure step aside and noticed Marinette for the first time.

"You!" the figure stated, pointing the sabre at Marinette. "You were watching! Who got the first hit?! Who?!"  
Marinettesuddenly realized she was being called out and was all nerves once again. "Uhhh, I...!"

Suddenly, Serenity and Sydney came running up the stairs.

"Marinette! What happened!?" Serenity asked.

"Yeah, who won!?" Sydney demanded.

D'Argencourt then came crawling up the stairs behind them. "Yes, Yes! Who touched first? Tell us now!" he cried, feebly reaching from the floor toward the girls who moved back slightly

She then looked from the expectant faces to look between the figure and Adrien. Nervous and uncertain, Marinette couldn't decide who won. She'd been so focused on the graceful fighting she hadn't really been paying attention. Unfortunately, she knew she had to make a choice as she was now unintentionally, the referee for this match.

"Um, I think it was…it was... Adrien?" she stated uncertainly.

Serenity and Sydney looked at her uncertainly, obviously guessing that she had made the choice under pressure. However, that seemed to be the miracle cure for the pounded fencing master as he instantly sprang to his feet, a proud and triumphant look and his face that had only moments before had been wreathed in agony. "Ah-ha! Wonderful! This victory is an honor to D'Argencourt Academy!"

Upon hearing that, the figure sighed in defeat, and then walked up to Adrien, offering a hand for a shake in a good sportsmanlike move, which Adrien took. The figure then calmly walks out of the room, the four outside making room.

Adrien then removed his helmet, a look of concern on his face. "Are you sure, Marinette?

"He has a point," Serenity added. "You didn't seem quite sure."

Marinette then stammered, "Uh, um... Well, I'm not entirely sure." She then turned to Adrien. "I mean, it LOOKED like it was you, but it went so fast."

Adrien then looked down before turning to D'Argencourt. "I think he touched me first."

However, D'Argencourt seemed to be having none of it. "I'm sorry, Adrien. The referee has the last word."

Adrien looked very put-out by this and went out to the balcony overlooking the center of the school, Serenity joining him. They then looked down and spotted the figure, who was in the middle of leaving the school. Fencing students gave the figure a wide berth as if out of fear of the one who had almost beat their best combatant. The figure stabbed the red saber into the ground with a grunt and left it, striding out of the school.

At that, Serenity couldn't help but feel a bit sorry for the figure. It was clear winning this match had met a lot. And looking at Adrien beside her, she could tell he knew it too.

* * *

Meanwhile, in another part of Paris, the red figure's anger and frustration reached a figure that many across the city feared. In his lair, Hawk Moth opened his window, allowing light to flood the room and caused the butterflys at his feet to take flight around him. He breathed in the empathic scent of the negative emotions and sighed dreamily.

"A champion whose victory has been stolen..." He then gave a sadistic smirk as he clutched a gloved hand into a fist. "Crushing defeat is the ideal steel with which to form a blade of revenge."

He then paused. "And perhaps this champion will be just what I need to get that Wheeler girl and discover the power that could lead me to the power to rival the Miraculous which I desire. One much more focused than that fool Class Clown ever was." He then turned a butterfly into an Akuma. "Fly away, my little akuma," he called as he twirled his cane, "towards this spite and petulance, and evilize that fencer!" The Akuma then flew out of his window into Paris, in search of the figure its master had sent it to find.

* * *

Back at the Collège, Adrien turned to the others. "I'm going to offer him a decisive match," he declared as he raced down the stairs, the three girls looking at each other before following him. As he raced to the exit, he grabbed the figure's saber from the ground. As he reached the road, the figure was about to get into a red car. Adrien quickly ran to catch up.

"Hey! Wait! Your saber!" he called.

The figure threw their fencing glove into the car and removes their helmet, turning to look at Adrien expectantly. As they did so, Marinette, Serenity and Sydney ran up to the school entrance. Upon seeing the figure's helmet off, they couldn't believe it.

Standing in front of Adrien was a girl about their age. She had a Japanese look about her, much like Serenity. She had pale skin, visible freckles, sharp yellow-brown eyes, and short dark blue hair swept to the left with light blue reflections.

"You're kidding me," Sydney gasped. "A GIRL nearly beat our best fighter!?"

Meanwhile, Marinette and Serenity were momentarily stunned at the reveal, though Marinette more so as Serenity murmured, "I knew it."

"Wait you knew!?" Marinette asked her, shocked.

"Well, not exactly," Serenity said. "I just had a feeling that this guy wasn't a guy. You know? She offered a feeble shrug. She then looked at the girl, then back to Marinette. "Well, at least we may have a chance of getting on the team after all." She then looked at the girl. "Though there's something familiar about her…"

As for Adrien, he was momentarily stunned by her appearance. Not only was she a cute girl, but she was a cute girl that had nearly beaten him. Upon thinking that, he then remembered what he came out to do. "Let's do a... decisive match?" he asked uncertainly. As he spoke, he noticed the girl's ring that rested on her hand. It had Japanese kanji, 女, meaning female.

The girl however sighed sadly,"What's the point? You won. There's no such thing as a second chance in my family. Goodbye." She then got into her car, which drove off.)

Adrien then suddenly seemed to break out of his slight daze as he called out, "H-Hey! What's your name?!" But it was too late. She was gone.

"Wow. I still can't believe it," Sydney said. "Our best nearly got beat by a girl."

*Serenity looked at her. "Well, she was pretty good."

Sydney then nodded. "Yeah, I guess she was at that."

"So," Serenity stated. "I hope you don't mind my asking, but how are you and your family doing? I mean, you were having problems last time we met."

At that, Sydney smiled. "We're doing really well actually. We've been going to a counselor for the past few weeks and we've really worked the kinks out of our relationships."

"That's wonderful," Serenity exclaimed.

"Yeah. Not only that, but mom and I have also gotten into pulling some pranks on Josh. Nothing too major, of course, just a few small ones here and there. We've been doing pretty well in getting the drop on him. You could think of it as payback for all the ones he pulled on us over the years."

Serenity giggled at that.

Meanwhile, while the two new friends talked, Marinette watched as Adrien got into his car where his large and intimidating bodyguard nicknamed "The Gorilla" was waiting and pointed in front of him. She wasn't sure, but from what she could tell from his moving mouth, he stated, "Follow that car!"

Marinette watched the car drive off, unsure of what to think of what was going on. Suddenly, she saw a small butterfly fly past and see let out a horrified gasp as she immediately recognized it.

"An akuma!" she exclaimed quietly. She then turned to Serenity and Sydney and quickly grabbed Serenity's arm. "So sorry, Sydney, but we really need to run along. I just remembered Serenity and I are supposed to help my parents with… something," she stated nervously.

"Wait, huh?" Serenity asked before Marinette immediately began pulling her in the exact opposite direction of the bakery, leaving a bewildered Sydney scratching her head.

She pulled Serenity into the metro station a little ways down. As they ran down the steps, she let go of Serenity as Tiki flew out of Marinette's bag.

"Marinette! What was that for?" Serenity asked indignantly, rubbing her wrist from where the bluenette had been pulling on it. "This isn't even the way to the bakery."

"Sorry Serenity, but I had to get us away as quick as I could." She then turned to Tikki. "I just saw an Akuma following Adrien's car. I have a feeling it's going after that girl. And if that's the case-"

She didn't need to finish as both Tikki and Serenity gasped. "Not to worry, Marinette!" Tikki stated, "I'm at your service!"

Marinette nodded with a smile.

"Tikki, spots on! Ha!" she shouted as the Kwami dove into her earrings. The magics that changed Marinette then took effect as she changed into her alter ego.

Serenity shielded her eyes a bit, then put them down and smiled widely at the transformed Parisian.

"I know I've seen it before, but I STILL can't get over how cool that is!" she exclaimed, her eyes shining in admiration.

"Thanks," Marinette (now Ladybug) said to her friend. "Now you should probably go back to the school or bakery. Something tells me this is going to get pretty rough."

Serenity frowned. "But I could help."

"Maybe, but not now, Serenity. This is only your second Akuma and something tells me THIS one will be more dangerous and serious than Class Clown was." She then quickly shot her yo-yo out the entrance. "I'll see you later," she called out as she swung away, surprising a few passersby.

Serenity sighed. She knew Marinette was just trying to protect her, but she didn't just want to stand around and wait for her friend to do all the work. She then got an idea. Her Duel Disk! She had it and her cards in her locker back at the school. She remembered how she'd used Red-Eyes Black Dragon against Class Clown. Perhaps she could do the same with whatever Akuma would be created.

She then looked around outside to make sure the coast was clear and then raced back to the school. She knew that what she was doing might be crazy, but she had to try. As she reached the school, she raced to the locker room to grab her Duel Disk. Thankfully, there was no one there. As she walked silently over to her locker, she lifted the latch and reached for her bag when-

"Serenity?"

Serenity jumped nearly a foot in the air upon hearing someone ask her name. She turned around and saw a familiar face "Sydney!"

"What are you doing here?" Sydney asked, looking confused. "I thought you had already left."

Serenity knew she had to think of an excuse and realized she had the perfect one right in her hand. "Oh, yeah, right. I just had to run back here to get something." She held up the Duel Disk and her bag as evidence. "See?" she asked, hoping she was giving a convincing enough face.

Sydney looked at the Disk and her eyes widened. "Say, isn't that a KaibaCorp Duel Disk?"

Serenity then nodded. "Yeah, my brother sent it to me from Japan. But, if you don't mind, I gotta get back to the bakery now to help Marinette."

Serenity turned around before Sydney's voice spoke up again. "Well before you go, I gotta tell you that you and your friend didn't make the cut."

That stopped Serenity in her tracks as she turned around, a confused and possibly hurt look on her face. "What? But I thought we were doing really good."

Sydney, apparently realizing how her statement must have sounded, quickly put up her hands. "Oh, you did, trust me. But when Mister D'Argencourt saw that other girl fencer take on Adrien, he reconsidered not letting her onto the team." She gave her an apologetic smile. "I'm really sorry, Serenity."

Serenity was obviously upset by this development; she and Marinette had been training so hard to get the spot and now it was being turned over to someone who was a complete unknown to them. Still though, if she'd learned anything, it was to take the disappointments life gave her that she couldn't change with a smile. Taking a deep breath, she smiled at Sydney. "That's okay, Sydney. After how upset she looked when Adrien beat her, I think that's probably for the best."

Sydney then crossed her arms and shrugged "Yeah. But hey, if you ask him, maybe Adrien would be happy to give you and Marinette some lessons."

Serenity smiled at that. She could only imagine Marinette's reaction to being personally tutored by Adrien "Yeah that would be nice. I'm sure Marinette would be-" She stopped as she remembered; the Akuma! She'd completely forgotten about it! "Oh man! Sorry to cut this short, Sydney, but I gotta go! The bakery and all! See ya, bye!"

With that, Serenity ran out of the locker room, unknowingly leaving Sydney with a confused look on her face. When she got outside the school, Serenity straped her Duel Disk onto her arm and placed her cards in the slot.

'_I know you want to keep me safe, Marinette_,' Serenity thought_, 'but I'm not just going to be a standby anymore. I really want to help and if I can use this gift of mine Pegasus was talking about, then I'm going to use it.'  
_

* * *

Meanwhile, unknown to the others, the girl was sitting in her car, holding a phone to her ear, a saddened expression on her face. As the car stopped at a traffic light, she got an answer on the phone, but it wasn't what she had hoped it would be. It was merely a voicemail.

_I'm not available at the moment. Leave a message_, the automated voice said before beeping.

The girl sighed. "Mother, you thought I was good enough, but... I lost. I won't be joining the D'Argencourt Academy."

She then hung up and leaned back in her seat. Her mind was filled with many thoughts: sadness at being beaten. Fury that she had lost her chance at getting into the academy. Shame for no doubt disappointing her mother. And most of all, defeat. She had thought she was a great fencer, but apparently she had been proven wrong. That boy, Adrien, had beaten her. While she supposed she should feel honored to have lost to a worthy opponent, she was positive his friend, the blue-haired girl, had made the call due to uncertainty. A rookie mistake. She was rather flattered he'd offered a decisive rematch, but she knew there was no point in it. Even if she won that one, she'd have still lost the first, even by a mistaken call, and her mother would most likely never let her forget it. She just didn't know what to do anymore. If only she COULD have a chance to show that she WAS the better fencer…. No, the GREATEST fencer! She'd show that blonde who was better.

Unbeknownst to her, the tiny Akuma parched on the open window of the car and flew in, landing onto her ring and then becoming absorbed into it.

Suddenly, the girl's head shot up as she heard a voice ring out in her head.

**Riposte! I am Hawk Moth. I'm giving you a second chance to prove that you ARE the best fencer of all.**

Upon hearing that, the girl couldn't believe what was happening. She had heard about this happening in Paris before, but she never thought it would happen to her. However, while she knew she should tune out the voice of this Hawk Moth, there was something almost… hypnotic about his voice that made her actually listen and consider his words. To be the best like she had wanted. To prove she had the skills to become better than anyone else. Yes, that was what she wanted, NEEDED, so desperately.

The voice then continued. **But in return, you must bring me Ladybug and Cat Noir's Miraculous, as well as this girl. She has powers beyond understanding, but which may aid me in my plans.** Images of earrings and a ring much like her own flashed in her mind, along with an image of an auburn-haired girl. She recognized her as another friend of that blue-haired idiot who'd made the wrong call. And if she was friends with HER, then she must be friends with Adrien as well. This was too good to pass up. It was decided.

"On my honor, Hawk Moth, I shall be victorious!"

Suddenly, as the car began to move for the green light, a bright flash erupted in the back. A figure suddenly sliced open a new sun roof into her car and leaped out. The car then skidded to a stop on the side and the driver got out and stared in shock at what happened, watching as a strange figure that had once been his passenger leap over lampposts to go after a car that seemed a little ways behind them from what he could see.

* * *

Speaking of the other car, in it, Adrien was skimming through logos on his phone, with Plagg secretly sitting atop his shoulder. Adrien then stopped when he finally saw the one from the girl's ring.

Speaking quietly to the feline Kwami, Adrien said, "She's the only daughter belonging to a family of prestigious fencers. Her mother and grandfather were both world champions. I've read about them before! She and her mother just moved to Paris! How incredible!

Suddenly, something a THUMP was heard on the roof, causing Adrien to gasp in surprise. Immediately, a silvery figure came spinning out of the sky. With a SWISH, Adrien's car was suddenly cut in half! The half driven by the Gorilla spun around like a top as the breaks squealed feebly, causing numerous people to jump out of the way. The sudden stop launched Adrien out of his seat. Plagg had snuck back into his fencing gear for protection. Adrien rolled on the ground, thankfully unharmed.

'_Should have worn my seatbelt_,' he thought to himself as cars around him squealed to a halt. He then glowered at what, or rather WHO, had caused it. He was surprised at what he saw. There, standing atop the back half of the car, was a silver figure with red eyes. This figure looked very much like the ancient samurai he had read about. She (as the body was obviously feminine) wore silver armor; a breastplate, pauldrons and tassets while her arms and legs are solid silver and she wears silver high-heel shoes. Her right hand seemed to be or holds a sword-like extension with a triangular guard. However, the biggest thing was the symbol both on the sword's guard and the red circle on her helmet. It was the same symbol he'd been looking at moments before. No doubt about it; this was the same girl he'd beaten Akumatized. And he had a feeling about what she was after.

"Adrien, was it?" she asked in a hardened voice as she pointed her sword at him. "I am Riposte, and I'm taking you up on your offer of a decisive match!"

Adrien was right. This was about vengeance for what had happened between them. He'd wanted that from the start, but this didn't feel right. "I- I can't fight you like this!" he protested. " You're not... yourself!"

Riposte however didn't seem to be willing to take "no" for an answer.

"Fight!" she demanded.

Hawk Moth then took the helm to calm down the fight happy minion, lest he seriously hurt his son. **Halt, Riposte! You make seek your revenge, but only after you take hold of Ladybug and Cat Noir's Miraculous and bring me the girl first.**

Riposte didn't like being denied her vengeance, but understood that if she disobeyed, Hawk Moth would most likely take away her powers. So she conceded to her new master's orders. "Understood, Hawk Moth."

Seeing his chance, Adrien tried to flee but Riposte blocked him.

"Where do you think you're going?" she sneered. "Stay right there. Nice and patiently. I'll deal with you once I have what Hawk Moth wants."

Adrien flinched back from her as she pointed her sword-like appendage at him. Suddenly, a familiar spotted yo-yo wrapped around Riposte's blade, startling the Akuma.

"How'd you like to start a duel with me?" Ladybug asked as she stood atop a poster display. Adrien and Reposte looked up to see the spotted heroine as she yanked on her yo-yo to try and disarm Riposte. Unfortunately, her yo-yo slipped off the blade, surprising Ladybug. "It's merged with her hand!" she realized.

Riposte grinned wickedly and sent a strike at Adrien and Ladybug, cutting the display apart as they leapt out of the way.

As Ladybug landed, Reposte prepared herself. "Give me a moment, Adrien. I must finish her off, first!" She then turned to him with a smirk. "But don't worry- I haven't forgotten about you! I won't be long!"

Riposte then lunged at Ladybug and rapidly attacked her, her blade moving so fast it was practically multiplied visibly. Ladybug gasped and defended herself with her yo-yo, spinning it rapidly. However, all she could really do was move backwards as Reposte continued her strikes.

Adrien watched this and he knew he couldn't let the love of his life stay like this. She was good no doubt, but in a duel of sabers vs. yo-yo, it seemed Reposte had the advantage. He then looked at his saber in his hand and got an idea. He then ran up to the duo and called, "Don't let her close in on you! Fight back!" before throwing his saber to Ladybug, who caught it after doing some dodges and a backflip back.

"Thank you," she called out, "but now get out of here." Then under her breath, she muttered with a glare, "She doesn't deserve you." She then moved in to attack Riposte, twirling her yo-yo to continue acting as a shield, but Reposte was too strong and Ladybug was soon knocked flat on her back.

"Watch out, Ladybug!" Adrien cried. He knew he couldn't turn into Cat Noir now, but he had to do something! As Repost jumped up and dive bombed Ladybug, obviously planning on skewering her, he dove at Ladybug and pushed her out of the way, right as Reposte slammed to the ground.

The two rolled around slightly before stopping with Adrien on top of Ladybug. The two stared at each other for a second or two, but any other moments (romantic, awkward or otherwise) were halted as Adrien winced.

"Ouch!" he cried, holding onto his ankle.

Ladybug immediately jumped up from the ground, "Are you hurt?" she asked concerned.

Adrien tried to give her a reassuring smile despite the pain he was feeling. "I'm fine," he said.

Ladybug knew he was lying, but knew there were more important things at the moment. "I need to get you as far away from that girl as possible!"

"Sounds like a plan!" Adrien said as he saw Reposte struggling to remove her arm from the ground.

Ladybug threw her yo-yo around a chimney stack and pulled Adrien close to her. The two then realized their situation before they both smiled sheepishly at each other. Meanwhile, Riposte managed to get her bladed arm out of the road. She lunged at them, but Ladybug carried them away.

* * *

Once the two were away, Ladybug picked up Adrien set him down out of sight behind the chimney.

"What kind of fencing WAS that?" she asked Adrien.

The blonde simply shrugged. "Nothing like I've ever seen before."

Ladybug frowned. "It's going to be hard for me to fight and protect you at the same time." She then realized it was time to call in her partner. She took out her yo-yo and attempted to call Cat Noir on the built in communicator. Unfortunately, she received no answer.

"Where are you, Cat Noir?" she asked, frustrated.

Adrien of course knew where he was, but couldn't reveal that, so he simply pretended to think for a second. "Maybe he's… busy?" he said tentatively as he smiled nervously and shrugged again.

At that moment, a streak of light and a few audible SLASH sound erupted and their hiding spot fell apart, revealing Respote.

"Allow me to explain the rules to you," she growled. "You're not allowed to call it quits at any time! Adrien is mine! I will defeat you. Both of you! I am the best fencer!

Ladybug and Adrien stood up as the heroine stood protectively in front of him. Adrien then decided to try a diplomatic approach with the Akuma. It might not have worked in the past, but you can hope, right? Maybe it would work THIS time.

"Nobody's denying that." he said, trying to calm her down. "My friend Marinette made a bad call earlier." He added a sheepish rub to the back of his head as he said this.

Ladybug, getting what he was trying to do (and also because she knew he was right) went along. "He's right. Referee errors can happen in fencing. You don't have to get so bent out of shape about it."

Unfortunately, this didn't seem to have any affect as Reposte simply growled angrily and glared at them.

Adrien then tried again. "I'm sure Marinette wasn't TRYING to humiliate you."

Okay. THAT went a little far! "Of course not!" Ladybug cried, obviously offended. This however only caused Adrien to look at her questioningly.

"Uhh…?" he murmured.

Quickly realizing her slip up, Ladybug laughed nervously and quickly tried to cover it up. "I mean, I'm sure that was the case." She added a sheepish smile at Reposte.

Once again though, it didn't do any good. If anything, it made the silver Akuma madder! "It's too late! The damage has been done! This time, I shall be the referee!" She then lunged at them.

"Stay back, Adrien," Ladybug cried as she too launched forward to engage Riposte in battle, spinning the yo-yo as before to block before stabbing with Adrien's borrowed saber.

Adrien meanwhile limped away, his twisted ankle acting up a little. He moved to hide behind a second chimney stack.

As Riposte and Ladybug continued their fighting, Ladybug sent her yo-yo at Repost who simply dodged as the tow wrapped around a third cluster of chimneys. Reposte smirked thinking she'd missed, but it turned out that Ladybug had intended for that. She yanked on the string, pulling the chimneys apart. Reposte looked at shocked as the rubble piled onto her. Lady bug smiled smugly and ran away. Unfortunately, behind her, she heard Reposte starting to break free.

Crud! She thought. This is getting harder by the minute!

As this was happening, Adrien was behind his hiding spot. Plagg then popped out from behind his shoulder.

"You're sure taking some risks today,~" the Kwami sang.

Adrien shot him a small look. "Don't really have a choice, do I? Ladybug needs me." He then knew what he had to do. He prepared himself and outstretched his arm with the ring on his finger.

"Plagg, C-!"

Suddenly, he was interrupted by the one person he DIDN'T want seeing him transform.

"Adrien you okay?" Ladybug asked, leaning around the chimney to see him.

Adrien looked at her and then flexed his outstretched arm in an attempt to act casual. "Uhh, yeah, and you too?" he asked.

Ladybug thankfully didn't seem to notice his nervousness. "I'll feel better once you're safe, far away from that girl."

Immediately, a BOOM sounded and sounds of rubble falling were heard. Most chilling of all was the Respote's roar of "WHERE ARE YOU!?"

Ladybug quickly pulled Adrien down as the villain began slashing other chimneys in an effort to find them. "I know you're here somewhere!" she snarled as she slashed another to smithereens.

"How could this get any worse?" groaned Ladybug. Unfortunately, she was about to get her answer in a familiar voice.

"Hey! Hold it right there!"

'_Oh Mon Dieu! Tell me that's NOT who I think it is!'_ Both she and Adrien looked down on the street below them to see Serenity Wheeler, her Duel Disk strapped to her arm and a determined look on her face.

"Is she INSANE!?" Ladybug cried, tugging her pigtails. "What is she DOING here!?"

"I don't know, but somebody needs to get her out of there!" Adrien stated, looking as surprised and frightened as Ladybug.

Meanwhile, down below, Reposte grinned wickedly as she swung her blade in front of her. "Well, well, well. A new challenger has entered the ring, eh?" I recognize you." She then pointed her blade at Serenity. "You're that friend of the bluenette who humiliated me! And you're also the one Hawk Moth wants!"

Upon hearing that, the auburn-haired girl and the two on the roof gasped. It was what Master Fu had told Marinette and Serenity; Hawk Moth was now interested in getting the power Serenity had. Serenity then braced herself as she held up her Duel Disk.

"Is that so? Then did he tell you about what I can do?" she said.

**Reposte, be careful. She was able to summon a dragon to attack the last Akuma I created.** Hawk Moth told his enforcer.

"He has now," Reposte stated as she leapt forward. With as much speed as she could muster, Serenity jumped to the side as Reposte brought her blade down. As it did so, it snagged a piece of her hair and cut it off. Serenity watched as the brown locks floated to the ground, green eyes wide.

"Ha!" Reposte laughed. "Do you think you're strong enough to beat me?"

"No!" At that moment, Ladybug leapt down in front of the two, arms spread. "Leave her alone! She's got nothing to do with this battle or your grudge against Adrien." She then urged to Serenity, a steely look in her bluebell eyes. "Get out of here! NOW!"

"On the contrary," Reposte sneered. "She IS important. Hawk Moth wants her. She's a friend of both that girl and Adrien. So by getting her, I am getting exactly what is needed to let me keep this power and have my revenge. Besides," she added, "I want to see what she's got."

"Fine then," Serenity said. She then pulled a card from her deck and placed it on the Duel Disk. "I summon Lady Panther!"

At that, a flash occurred and a spotted feline in armor and white cape wielding a crescent spear and a shield appeared snarling as Reposte.

"Woah!" the villain cried as the cat swung the spear at her, dodging just in time.

**Reposte, keep on your toes,** Hawk Moth ordered.

"Get her, Lady Panther!" Serenity shouted.

Reposte then dodged another swing as Ladybug watched. _'Perhaps I didn't really have to worry after all,'_ she thought. _'Serenity seems to have this in hand. Although, something seems off with that Duel Monster.'_

It was true. While the Red-Eyes had seemed more life-like, even blinking and seeming to breath, this one seemed… empty. Almost like a shell. She then looked to the side of the street in a bush and her eyes widened in shock and horror.

To the side was a Kiba Corp. Projector. She could see it turned on. That meant that this Monster wasn't real at all!

"Stop!" she shouted to Serenity.

"What? Why?" she asked.

"Because this isn't your power! It's-"

She was interrupted by the sight of Lady Panther swinging its spear towards Reposte. The villain prepared herself to block it, but suddenly, the weapon went through her blade, causing everyone to stare in shock. Reposte then swung her blade at the monster and, sure enough, while Lady Panther continued to attack, the blade went right through her.

"Oh no," Adrien murmured from his place on the rooftops.

Serenity stared in surprise and fear. "But… but, my power…"

**Reposte, what is this? This monster should be real! **Hawk Moth shouted.

"I don't know," the villain said. "I thought you said she had some sort of power."

**Perhaps there is more to this power than I thought. Bring her to me.**

"But what about the Miraculous?" Reposte asked.

Hawk Moth thought for a moment. He didn't want to do it, but he knew Reposte wouldn't stop until she beat Adrien. So he decided to give her slightly what she wanted.

After a few seconds, Reposte smiled wickedly and leapt forward. "Your little tricks won't save you!" she sneered. "Guess your whole 'great power' thing was a load of bunk. Still, Hawk Moth wants you, so I'll just follow his orders with a little twist!"

"NO!" cried Ladybug, running forward to defend Serenity, only to be smacked aside by Reposte. As the red-suited heroine was flung to the side, Serenity tried to run, but the silver villain was too quick and grabbed her.

"HELP!" Serenity cried. She was far too frightened to do anything. Her apparent powers had failed to manifest themselves and now she was once again in a villain's clutches.

Adrien had run down the stairs as best he could with his ankle to aid Ladybug. As he got there, he offered her a hand up.

Above them, Reposte let out an evil laugh. The two then looked up and saw Serenity feebly struggling against her grasp. Reposte then turned and pointed her blade at the two.

"Here's the deal," she said. "If you want your little friend back, have Adrien fight me for her. He wins, you get her back. If I win, not only am I truly the greatest swordsman ever, but I get the Miraculous AND to keep her for Hawk Moth." She then pointed in another direction. "Meet me at the Louvre in ten minutes and prepare yourself, Adrien."

With, that she leapt away laughing as Serenity feebly hit her on the back. Ladybug watched her leaving, unable to do anything.

"ARRGH!" she cried. "I can't believe this! This is the SECOND time that girl Serenity has been taken by a villain!"

"And the only way to save her is for me to fight Reposte," Adrien said. He attempted to stand, but cried out as he clutched his ankle in pain. Luckily, Ladybug caught him.

"Adrien, you're in no condition to do any such thing." She said sternly.

"But Serenity's my friend," Adrien protested. "If I don't fight Reposte, who will?"

Ladybug got a steely look in her eyes. "I'll have to fight her instead."

She then flung her yo-yo out. "But first we need to get you somewhere safe." She held him close only for both of them to have another awkward moment before they leapt into the Paris skyline.

* * *

Soon, Reposte finally stopped and placed Serenity on a rooftop.

"Let me go!" she cried as she tried to struggle out of the villain's grasp.

"Oh, I will," Reposte smirked. "Right after I beat Adrien and bring the Miraculous and you to Hawk Moth." She then grabbed some rope on the roof and tied Serenity to a small chimney. She then grabbed Serenity's bag and Duel Disk and tossed it a little ways. "Now stay here and don't try any funny tricks with those stupid cards of yours." She then chuckled cruelly. "Of course, it doesn't seem like you're much of a threat WITH them either. HA! What a joke! Why Hawk Moth wants you, I STILL don't know. Now, if you'll excuse me, I have a fight to win at the Louvre." With that, the villain leapt forward and headed in the direction of the famous museum.

All the while, Serenity looked down sadly, feeling tears in her eyes. How could she have been so foolish? She'd jumped in being so confident of these powers Pegasus said she had that she completely failed. And besides that, her hope to manifest a real monster had been a flop.

"Maybe she's right," Serenity sighed. "Maybe I AM a joke. I try to save my friends and what happens?"

But then, a thought came to her; was she REALLY trying to save her friends? Or had she been so wrapped up in trying out the powers she supposedly had that she hadn't really been focusing on helping them? She remembered Yugi saying that he was able to call upon his monsters because he desperately needed their help in times of crisis. By believing in them with your heart and soul, you could bring them to your aid. She realized that, while she had called Lady Panther, she had merely done it as a way to maybe show off her new skills. Because she had treated the Monster like a Monster in the game, it had been just that; a hologram for the game.

"I'm so stupid!" Serenity cried. "That's how the Red Eyes must have appeared. I wanted someone to help me when Ladybug and Cat Noir couldn't and it heard my call." Her eyes then became hard. "Well I'm not going to make the same mistake again! But first, if I'm going to help, I have to get out of here."

She then looked and saw a hook near the chimney. She then reached her tied together hands to the hook and moved it back and forth. She soon felt the pieces moving apart and loosening.

'_Don't worry, guys,'_ she thought. _'I'll be there soon.'_ She then looked at her Duel Disk as one card in the slot caught her eye. _'And I think I got just the monster to take out that sinister swordsman.'_

* * *

At the Louvre Palace, people were enjoying the vast amounts of famous artwork when Ladybug and Adrien arrived, sliding down the Pyramid. Everyone looked surprised, but knew that if one of Paris's heroes showed up, it couldn't be anything good. Sure enough, what Ladybug said next confirmed it.

"Akuma alert!" she said as she helped Adrien stand. "You all must leave now! Evacuate the premises calmly!"

Thankfully, Officer Roger was there to aid. "This way, ladies and gentlemen," he called as he directed the citizens away from the area.

As Ladybug and Adrien walked into the museum, an announcement came on over a loudspeaker. An announcement that, in various different ways, had been implemented to different places all over Paris.

_Akuma Alert. Ladybug and Cat Noir are expected to handle this emergency swiftly. All visitors kindly vacate the premises very calmly. Thank you._

The two soon found themselves in the King Tut exhibit. Ladybug looked around. "A safe place, a safe place... There!"

A few seconds later, Adrien was lying inside the sarcophagus display, not looking too happy at his present predicament.

Ladybug must have realized that as she smiled apologetically and said, "I'm sorry, but at least you'll be safe in here." She began closing the lid before Adrien grabbed it.

"Please be careful, Ladybug." he said. "That villain has my friend and I'd hate for either of you to be hurt because of me."

Ladybug stopped, surprised by his heartfelt words. "Oh... Well, thank you. But don't worry. I'll be fine. And I'll save your friend too, I promise. You stay out of harm's way, okay?" She then closed the lid, but before she left, she smiled and placed a kiss to it.

'_Would prefer the guy INSIDE, but this'll have to do,'_ she thought as she left to face her opponent.

* * *

Outside the Louvre, Riposte quickly jumped toward the museum. Already, police cars had lined up outside, but she didn't care. She wasn't going to use the front door anyway. With a yell, she quickly made a cutting motion and a super-sharp air flow actually sliced off the top of the Pyramid! The officers on the ground, Roger included, stared ion shock as she jumped off a squad car into the museum. However, she was surprised to find not Adrien, but Ladybug waiting for her, her yo-yo and the gilr fencer's red saber in hands.

"YOU!?" she exclaimed. "Where did you hide Adrien?! HE'S the one who's supposed to battle me, remember!? That was the deal!"

"You actually think I'd tell you?" smirked Ladybug. "And as I recall, he never actually agreed to your deal within earshot. You left before he said anything." She then picked up the saber in her right and spun her other weapon in her left. "This is just between you and me, Riposte!" Her smirk turned into a scowl. "And by the way, where is Serenity Wheeler? If you've harmed her-"

Riposte merely gave a smirk of her own. "Not to worry. She's safe for now. But you may very well have sealed her doom. You can't cut it? Fine. Then I'll just defeat you and take your Miraculous! Then I'll go and find Adrien! Once I'm done with that, your little friend's going straight to Hawk Moth!"

Ladybug grit her teeth angrily. "I won't let you lay a hand on either of them!"

At that, the two lunged at each other to begin.

* * *

Meanwhile, in the King Tut exhibit, Adrien was moving around a bit. "It's time we went and joined Ladybug, Plagg!"

The little Kwami however didn't seem to agree. "Didn't you hear what she said? She said to wait here! You can't disobey her!"

Adrien, in the dark, shook his head. "I've gotta help her! Not only that, Serenity's in trouble! Plagg! Claws out!"

From inside the sarcophagus, a flash of green light occurred. The lid then moved and in the model's place was Cat Noir. The hero tentatively peeked around and, upon seeing no one, got out and closed the lid. He then tried running toward the battle, only for his ankle to act up again. However, he knew he had to push forward. Not only did his partner need him, but so did Serenity. He then ran a little more slowly toward the sounds of battle.

* * *

In the Louvre Painting Gallery, Ladybug and Riposte were still fighting. Ladybug spun her yo-yo as a shield as Reposte continued to slash at her. Thankfully, the heroine was able to get a few hits in with her own sword. Unfortunately, a lucky hit knocked Ladybug back to the ground, flinging her saber into a painting. Unarmed, Ladybug was helpless and Riposte went in to finish her off… only to be blocked by Cat Noir's staff. He then pushed the villain off him as she then righted herself.

"Cat Noir!" she growled.

Cat Noir however gave his usual smirk. "A fencing tournament at the Louvre? How come I wasn't invited?" he asked as Ladybug got up and pulled Kagami's saber out of the painting

"Let me guess: you were late because you were at the groomers again?" she said jokingly.

Cat Noir however, didn't seem insulted and simply went along. "I was preening myself, M'lady. You know how long it takes cats to get ready."

The two then began to attack Riposte, who suddenly found herself outnumbered two-to-one and forced on the defensive. With a yell Cat Noir smacked her into a wall. As she caught her breath, she found herself at the end of Cat Noir's staff and the saber, the two heroes grinning.

"Checkmate, Riposte!" Ladybug said.

Riposte merely smiled wickedly. "You've got the wrong sport, Ladybug! I think you mean: attaque toi!"

She then slammed into Cat Noir, knocking him back and, unfortunately, making his injured ankle act up.

Hearing her partner groan, Ladybug turned to him. "You okay, Cat Noir?" she asked, concerned.

Riposte then took advantage of her distraction and attacked Ladybug, which then sent her to flying out of the room. Luckily, she was able to catch herself before she went off the balcony behind her. Riposte then stabbed an alarm button with her blade, bringing a gate down between them and Cat Noir.

"Ladybug!" Cat Noir cried as he tried to get to her in time, but was too late as the gate fell.

"Ready to lose, Ladybug?" sneered Reposte as she again engaged Ladybug in a fight, forcing her downstairs.

Cat Noir knew that he had to do something. Calling upon his power, he shouted, "Cataclysm!" Upon activating it, the bars on the gate rusted, allowing him to get through. Cat Noir then headed after Ladybug and Riposte, though he was forced to limp as his ankle still hurt.

* * *

Back in the King Tut exhibit, the fight continued. Riposte then used her shoulder to send Ladybug flying onto her back into the exhibit, the red saber falling out of her reach. Ladybug looked at her opponent and then, realizing where she was, looked at the sarcophagus. Unfortunately, that seemed to clue Riposte into where Ladybug hid Adrien as the villain smiled.

"Of course!" she whispered. Reposte then jumped around near the ceiling of the room until she reached the sarcophagus as Ladybug could only watch helplessly.

The silver swordsman then reached the sarcophagus. "The hour of revenge has struck Time for you and I to have that match, Adrien!" she exclaimed as she sliced open the lid

"No!" Ladybug cried, but it was too late as the lid was split in two.

However, they were in for a surprise when they found it quite empty. Getting over her shock, Ladybug got to her feet and, running for the entrance, used her yo-yo to perform the same trick with the alarm button Riposte did to trap Cat Noir before. As she continued to stare in surprise, Cat Noir slid down into the room with Ladybug.

"He's gone!" exclaimed Ladybug to her partner.

Upon realizing where they were, Cat Noir realized whom she was speaking of and became very flustered. "Uhh, who?"

"Riposte is trying to get revenge on Adrien Agreste!" explained Ladybug to her (seemingly) unknowing partner "I hid him inside the sarcophagus, but he's not there now!"

Cat Noir, trying to make light of the situation and keep her mind of Adrien (aka, HIM) being missing, tried to crack a pun. "Maybe he was feeling a little... claws-trophobic?"

Ladybug, however, merely stared at him, speechlessly as if asking, "SERIOUSLY!? NOW!?"

Riposte however called out, "Let's look for him together, Ladybug- and finish this match!" as she sent another razor wind to cut apart the bars, one piece nearly hitting Ladybug.

However, just before anyone could do anything, a familiar voice to them all cried out, "Hold it, Reposte!"

Turning around to the stairs, everyone's eyes grew wide as Serenity stood at the top, a smile on her face and two cards in her hand.

"Serenity!" Ladybug cried happily, then realizing where she was, stopped and shouted, "What are you doing here!?"

'_I'm getting a serious case of déjà vu,'_ Cat thought meanwhile.

Reposte glowered as she looked at the auburn-haired girl. "What!? How did you get out!? I had you tied up!"

"If there's one thing my brother Joey taught me, it's always resourceful and use what's around you to your advantage." Serenity said with a smirk, causing Reposte to growl at her.

"Well then. Let's see how resourceful you are when I drag you unconscious back to Hawk Moth!"

"Think again," Serenity stated, holding up the two cards in her hand. "Because I have a little surprise for you, Reposte!" With that, she inserted the two cards into the Graveyard slot of her disk.

"I sacrifice The Forgiving Maiden and Marie the Fallen One, to summon a being who may very well be a match for any swordsman! A true champion of justice and honor!" She then raised her hand up.

"COME FORTH, ST. JOAN!"

In a flash of light that had everyone covering their eyes, a figure suddenly appeared, bedecked in silver armor with gold accents with short blonde hair, a sword in her hands, prepared for combat.

Ladybug gasped. This was the same card she and Tikki had seen back at the school. She knew that St. Jeanne d'Arc (better known to many as Joan of Arc) had been a Miraculous wielder before her. But to see her right in front of her, despite being a simple Duel Monster was incredible. Obviously Pegasus had chosen to forgo the scar Jeanne had on her eye and lip to make her better for the picture. Either that or he chose to portray her before she had gotten them. Still, there was no mistaking the fire in the monster's eyes as she looked at Reposte.

However, while Serenity was focused on her opponent and Marinette was still focusing on the Monster, Cat Noir's mind was going haywire with panic.

'_Is she insane!? That didn't work the last time! How can she think it would work now!?'_

Apparently Reposte was thinking the same thing as she let out a loud laugh. "HA! Did you not learn a thing from last time!? You know the old saying: fool me once, shame on me, fool me twice, shame on you!"

**Wait, Reposte, **Hawk Moth said. **Something is… different from the last time.**

"Relax, Hawk Moth," scoffed Reposte. "I'll finish this thing off like I did that dumb panther from before!" She then leapt forward and swung her blade, obviously anticipating it to go through like the last time…

Only to be met with a shock.

With a clang of meeting metal, St. Joan had her sword up, completely blocking Reposte's strike. The silver clad villain stared in surprise as Joan glowered at her. Then, with a push, she shoved Reposte into the wall, dazing her slightly.

"How… how is this possible?" she asked, the same question being asked by those who had witnessed the last attempt Serenity had tried this.

Ladybug and Cat Noir looked away from the incredible sight and looked around quickly.

"I don't see any Kaiba Corp. projectors, do you?" Cat Noir asked.

"No," Ladybug answered, shaking her head. Then a thought came to her. '_But if that's the case, then this is Serenity's power.'_

"Then that means," Cat continued, apparently getting the same idea, "that that monster is…"

The two of them finished the thought and statement at the same time: "REAL!"

Hearing that, Reposte looked to the Monster with a look of fear replacing her originally smug one. St. Joan then angled her sword at the Akumatized girl.

"S-stay back. STAY BACK!" she cried in fear.

Serenity meanwhile smirked slightly. "Don't hurt her too bad, Joan. Just rough her up a little."

The blonde woman then nodded and launched forward with a shout as she swung her blade at Reposte, the villain dodging just in time as Joan's sword slashed the wall slightly. Quickly though, she caught up and soon Reposte was working overtime to keep Joan back. Every swing she sent, the woman seemed to match it blow for blow.

Serenity then turned to the heroes. "I don't know how long Joan can keep her busy for. If you guys have any way of beating her, you better do it now." Her statement was punctuated by a bleep as Cat Noir's ring made a noise, his and Ladybug's faces slightly conveying worry.

"She's right," Ladybug nodded. She then threw her yo-yo into the air. "Lucky Charm!" she shouted. Immediately, ladybugs appeared and in a flash, something fell out of the sky and Ladybug caught it.

Serenity looked at it as if she didn't know what to think. "Is that a… radiator?"

Indeed it was a red and black spotted radiator. Cat also looked at it oddly.

"Great. That should really… heat things up," he joked, though it was clear that he was as confused about this as Serenity.

Ladybug however ignored her partner's joke and focused her eyes on the duel between St. Joan and Reposte. As of that moment, Joan was still doing well, but Reposte had managed to work her back a tad. Ladybug's eyes then alight upon Riposte's sword, locked in combat.

"That's it!" she cried. "The akuma has to be in her sword!"

Cat Noir then prepared his claws. "Then why don't we get to the point?" he asked with a smirk.

Ladybug and Serenity gave small laughs at that. The heroine then turned to Serenity.

"Can you have St. Joan get over here? We may need all the help we can get." she asked.

Serenity nodded. "Joan! Come here, quick!" she called. The monster then shoved away the villain whose blade she had been locked with and then back flipped back to land right with Ladybug and Cat Noir.

Reposte meanwhile stood panting from exertion, a furious look on her face.

Ladybug then turned to Serenity. "Stay back this time, okay. This could get dangerous." Serenity nodded.

Then, with a shout from all four combatants, a three-against-one battle began.

Ladybug, Cat Noir, and St. Joan all attempted to attack Riposte, who had managed to recover from her windedness slightly and blocked their attacks. Reposte then begin attacking Ladybug, who managed to find a good use for the radiator blocking Riposte's blade with it. Cat Noir then attempted to use his staff, but was blocked and sent back with the two females.

"She's too quick!" he growled as he and Joan readied for another attack.

Meanwhile, Ladybug used her Lucky Charm visualization skills to try to find a way to beat Reposte. It then alit upon Cat Noir's tail, Riposte's sword arm, and the radiator. She now had a plan. She then turned to Joan.

"Do you think you can follow our lead on this?" she asked. It felt strange to speak to a Duel Monster this way, much less on based off a prior Ladybug. However, Joan merely smiled and nodded. Ladybug then turned to Cat Noir.

"Partner, I need your belt!" she stated.

Cat didn't even have to ask why. He recognized the look on her face. "Get ready, then!"

He then removed his belt as he, Ladybug and Joan rushed at Riposte again. The villain sent another razor slash at them, but the group ducked it. Ladybug threw the radiator into the air as Cat Noir caught it.

"En garde!" The feline shouted, blocking with the radiator as Ladybug had before right before throwing her his belt.

Ladybug then hooked Cat Noir's belt around the guard of Riposte's sword.

"Prêt...!" Ladybug shouted. Reposte, realizing what was going to happen, gasped and attempted to get away, but she was trapped tight.

Ladybug and Cat Noir then held the radiator and shouted to the side the final words of fencing. "Allez!"

Reposte looked and saw Joan rushing forward at full speed with a yell. The villain attempted even harder to escape, but it was no use. The Duel Monster rammed into the radiator. With a loud "SNAP," Riposte's sword broke, knocking her back. As the broken piece of sword flew to the side, the akuma fluttered out.

Ladybug then smiled as she ran her finger down the middle of her yo-yo. "No more evildoing for you, little akuma," she said. She then spun her yo-yo and threw it at the akuma. "Time to de-evilize!" With another "SNAP," the akuma was captured. "Gotcha!" Ladybug cheered. A second later, she released the now purified akuma, now once more a harmless Lepidoptera. "Bye-bye, little butterfly!" she waved. Finally, Ladybug picked up the radiator and threw it into the air. "Miraculous Ladybug!"

The Miraculous Ladybug ladybugs repair all the damage done to the inner and outer parts of the museum. As this happened, Riposte suddenly glowed black and turned back into the girl fencer. Serenity raced forward to help her as she shook her head and stared at her hands.

"What…what happened?" she asked.

"You'll be okay," Serenity said. "You've just had quite the experience. It's all over now though, so don't worry." The girl merely looked at her and then gaped at St. Joan in awe, who also offered a smile as she sheathed her sword.

Ladybug and Cat Noir meanwhile turned to one another and gave their signature congratulations.

"Pound it!"

Cat Noir's ring then bleeped a second time.

"Oops! Gotta go. Have a vet's appointment to get to. Take care of the young lady, will you? And tell Serenity thanks. And St. Joan too, I guess." He then began to run away.

Ladybug approached the red clad girl and kneeled in front of her, putting a hand on her shoulder. "Everything's okay now," she said with an encouraging smile.

The girl simply stared at her in awe. It was clear she was star struck by actually seeing one of France's famous superheroes in front of her. Seeing this caused Serenity to giggle a bit.

As all this was happening, Cat Noi, making sure their attention was on the girl, hastily ducked out of sight behind a cat statue and whispered, "Claws in." In a flash of green, he was back to being Adrien Agreste. Plagg was now sitting in his hand, obviously exhausted from the overexertion of his powers.

"Ohhhh... All this sport has made me hungryyyyy!" the black Kwami groaned, wriggling around in Adrien's hand.

"Later," hissed Adrein. "Now, shh!" He then watched as Ladybug and Serenity approached, helping the girl who was still a bit wobbly on her feet. St. Joan followed them in the back.

Ladybug then turned to Serenity. "How about you go on out and make sure she gets taken care of? I have some unfinished business in here."

Serenity nodded. "Okay, Ladybug." She then turned to the girl. "Come on. Let's go."

"Alright," the girl said nodding. She then turned to Ladybug. "Thank you," she said, sounding very grateful.

As the two left, Ladybug looked around. "Where could he have gone?" she wondered aloud.

At that moment, Adrien decided not let her worry any longer as he stepped out into sight. "Ladybug?" he asked.

Ladybug turned surprised for a moment, but then sighed in relief when she saw who it was. "There you are!" she exclaimed.

"Yeah, I'm sorry," Adrien apologized as he quickly made up a lie for his absence. "I figured it would be better to escape before Riposte came along. Besides, I..." He then scratched the back of his head awkwardly) ... kinda hate to be locked up." He gave her a sheepish look.

Sure enough, Ladybug got a horrified look on her face and gasped. "Oh gosh! I'm so sorry! You did the right thing." She still seemed ashamed with herself as she shook her head.

Adrien wanted to reassure her that it was okay and moved to say something, but, knowing her as he did, decided against it as he figured it wouldn't matter and she'd still beat herself up over it. That was just one of the things he loved about her. He then decided to say something else to get her mind off things. "S-so, uh... So Cat Noir finally turned up, huh?"

At that, Ladybug seemed to perk up. "Yes, thankfully! Between you and me, he's much better at fencing!" To punctuate this, she mimed fencing."

Adrien chuckled at her movements. He then remembered the victim of Hawk Moth. "And... Riposte?"

Ladybug gave him a smile. "The girl is safe. Don't worry." She then turned and gestured to the Monster that was surprisingly still behind her. "Also, we had another bit of help."

Upon seeing the woman, Adrien gaped. "Woah. Is… is t-that…?"

Ladybug nodded. "Yep. St. Jeanne d'Arc. Or St. Joan. Though it's a Duel Monster's version of her."

Joan smiled at him and bowed slightly.

At that moment, Ladybug's earrings beeped and a spot disappeared. Ladybug flung a hand to her ear as she got a slight panicked look. "Oh no! I'm about to change back!" She then glanced between Adrien and the girl's red saber still lying on the ground. She then sighed and pointed to it. "You should be the one to return that."

Adrien saw where he was pointing and walked up to the saber to pick it up. He then looked back at Ladybug, who was actually speaking to Joan.

"This is a bit strange, but I want to thank you," she said, holding out a hand to the blonde woman. "We couldn't have stopped her without you."

Joan smiled and grasped Marinette's hand, shaking it. She then leaned in and, surprisingly, began to speak in a slight whisper. And what she said caused Ladybug's eyes to widen:

"I'm glad that Fu chose such a worthy successor. Continue to make me proud, _Coccinelle_."

She looked at Joan, gob smacked. She knew that Jeanne d'Arc had been a Ladybug before her, but St. Joan was supposed to only be a Duel Monster. A version of her created for a card game. If anything, she was supposed to have been a Monster from another dimension if what Serenity had told her in their talks was right. There was no way this Joan could have known about Jeanne being a Miraculous wielder.

Unless… Could it be possible that THIS Joan was actually…

However, before she could say anything else, Joan turned to Adrien, gave him a smirk and a wink and vanished right before their eyes, her time in this dimension seemingly done.

After standing there for a few seconds in shock, another "BEEP" sound shook Ladybug and Adrien out of their stupors. Turning to Adrien, she looked at him with a smile.

"Bug out!" she said, giving her usual farewell send-off and waving before running up the stairs, departing.

For a few more seconds, Adrien stared. Then, he smiled after her and blew her a kiss. He then looked down at the blade in his hands and headed the way his Lady had left, knowing what he had to do.

* * *

Outside the Louvre, the same voice that spoke the announcement from before now spoke adifferent message.

_The Akuma Alert has been called off. The Louvre will soon be re-opening for visitors. Thank you for your cooperation._

As Serenity and the girl waited outside, the girl pulled out her phone and called her chauffeur. "Hi, it's me… No, no. Everything's okay now. I'm at the Louvre. Come when you can, please. Thank you." She then hung up.

Serenity then stared at her a bit. "Are you sure you're okay? I know what happened must have been pretty crazy for you."

The girl then sighed. "Yeah, yeah. Though, I admit when I moved here, I hadn't expected to personally get caught in the craziness I'd heard about."

Serenity chuckled at that. She certainly knew how it felt to be so overwhelmed so early upon arrival. Then, her eyes then widened in realization of what she'd said. "Wait. You JUST moved here?"

She nodded. "Yes. Why?"

Serenity smiled. "I actually just got here recently too. I'm here on an exchange student program from Japan."

The girl then also gave a small smile. "I thought I recognized a fellow countrywoman." She held out a hand. "My name is Kagami, Kagami Tsurugi."

Serenity clasped her hand and shook it. "Serenity Wheeler."

At that, Kagami's eyes widened. "Wait. Wheeler? No relation to the famous Joey Wheeler? Generally regarded as possibly one of the top ten best ranked Duel Monsters players in the world?"

Serenity gave a big smile at that. "He's my brother actually."

Kagami then let go and bowed. "It's an honor. I've followed your brother's exploits. Fencing may be my family's way of life, but I do enjoy Duel Monsters as well. He may not be in the leagues of Yugi Muto and Seto Kaiba, but he's certainly getting up there to place as high in tournaments as he has."

Serenity laughed at that. "I'll be sure to let him know that. He'll be glad to know he has another fan here in Paris."

"Eh, what can I say," Kagami said with a small shrug. "There's just something about his underdog enthusiasm that's very… enduring." The two shared a laugh at that.

Then, she looked surprised. "Hold it. Did you say your name is Kagami TSURUGI?"

Kagami looked at her confusedly. "Have we met before?"

Serenity then shook her head. "Oh, no, we haven't. But I remember back at my old school that some kids there were part of a fencing tournament and a person named Tsurugi apparently won the whole thing. That wouldn't be YOU would it?"

Kagami then smiled proudly. "As a matter of fact, it would. I have quite a few tournament wins under my belt. My family is also quite prestigious when it comes to fencing."

"Wow! This is so neat! The only champions I know of are Duel Monster players," Serenity exclaimed.

Kagami's face fell a bit. "Yes, my family is a champion one at that. That's why when we moved here I had hoped to join D'Argencourt's team. Unfortunately, after what happened, I doubt I'll get in now."

Something in Serenity's brain clicked as she said that, remembering what Sydney had told her when she had gone to get her Duel Disk.

"Actually, I don't think you will have to worry. You see-"

"Excuse me?"

A voice suddenly interrupted Serenity. Kagami jumped and gasped. Turning around, the two saw Adrien walking up to them, holding the red saber in his hand.

"Oh, Adrien," said Serenity.

Upon seeing her, Adrien's smiled. "Serenity! I'm so glad you're safe. After what happened-" He stopped short upon seeing Kagami's eyes turn down shamefully, apparently having just remembered what she had done to the girl during her unfortunate transformation. When he realized what he was about to say, he embarrassedly corrected himself. "Well… I'm just glad nobody got seriously hurt."

"Thanks, Adrien," Serenity said. She then turned her eyes down to the saber in his hands. "So, were you going to do something with that?" she asked, pointing to the sword.

Adrien looked down at it and seemed to remember why he'd come out. "Oh, right! Listen, I'm sorry about what happened at the school. With the whole fight and stuff." He then handed the sword out to Kagami. "I think this is yours. Please. Take it back."

Kagami looked as though she were about to take her saber back, but then shook her head and turned away, clutching her hands to her chest.

"No. You shouldn't be apologizing to me. If anything, I should be apologizing to you." She then turned to Serenity, her brown eyes reflecting shame. She bowed to them both respectfully as she continued. "To both of you. I put both your lives in danger all because of my foolish pride and desire to be the best. I don't deserve to hold a saber anymore. Not after what I've done."

Adrien however shook his head. "It's okay. Even if you do go a little overboard, it's not your fault what happened. If anything, it's Hawk Moth's."

"Yeah," agreed Serenity. "Sometimes people let themselves go overboard and at times they do things they're not proud of." She thought back to what Joey had told her about Mai joining Dartz and DOMA because she wanted to be the best. She also recalled her brother's shame at allowing himself to be controlled by Marik during Battle City. "But as long as you learn from those times, it's alright."

Kagami still looked unsure. "Still, I lost, remember?"

Adrien smiled. "Actually, I personally think the point was yours."

"That's not what your friend saw," Kagami said.

Adrien smiled at that. "Well, Marinette _can_ get flustered easily."

"That's so true," Serenity stated. "In fact, I'm staying with her family while I'm here, so I'd probably know her as well as Adrien does."

"Really?" asked Kagami.

"Yep. Plus, today was her first-ever experience with fencing. Both of ours actually."

"Marinette is kind and means well. She'd never cheat, even to help a friend," Adrien added.

Kagami looked surprised for a moment at their words, then smiled. "She sounds like a good person. Perhaps I was wrong to judge her as I did." She then looked at the two. "You guys seem to like her a lot, huh?"

"Marinette? Yeah," Serenity said nodding.

"Yeah, of course!" agreed Adrien. "She's a very good friend, and I'm sure once you got to know her, you'd really like her too."

Upon hearing that, Serenity inwardly winced. _Ouch,_ she thought. _Glad Marinette's not here. Adrien just essentially "friend-zoned" her._

* * *

Unfortunately, the girl in question was watching their conversation from behind a display. Upon hearing Adrien speak, she ducked out of sight, her heart sinking a bit.

"'A very good friend', huh?" she asked in a disappointed tone.

Tikki however tried to keep Marinette's spirits up. "That sounds like a very good start to me!" she said. "Now how about we listen to the rest, huh?"

Marinette still looked a bit sad, but nodded and listened quietly.

* * *

Kagami smiled at that. "I'll be happy to get to know your friend, Marinette! The right way this time."

She then turned to Serenity. "Now, you were going to tell me something before Adrien showed up, Serenity?"

The girl in question then realized that what she was going to say had once again slipped her mind in the excitement. "Oh, that's right! I don't think you'll have to worry about not getting into the Academy!"

Both fencers looked at her oddly. "What do you mean?" Adrien asked.

"Well," she said turning to Kagami, "I ran into Sydney Gleason back at the school and she said that apparently, Mr. D'Argencourt was so impressed by you that he decided to let you be on the team after all!"

Kagami's eyes widened in surprise and then sparkled happily as she clasped her hands together.

"That's wonderful!"

"Guess you and me will be on the same team after all, huh?" Adrien said smiling. Then his smile vanished. "Oh, wait. Then that means neither you nor Marinette will be able to be on the team."

Serenity gave a small sad smile. "Yeah, that's true. But that's fine. To be honest, I think our new friend here deserved it more." She then gestured to the blonde before turning to Kagami. "So allow me to introduce you two properly :Adrien Agreste, meet Kagami Tsurugi. Kagami, Adrien."

The two then bowed respectfully to each other.

"A pleasure," they said together.

Adrien then looked to Serenity. "Still, it sort of stinks that neither of you got on the team. Marinette was actually pretty good." He then rubbed the back of his head sheepishly. "And, no offense Serenity, but all this getting captured by supervillains is dangerous for your health. You should have some way of defending yourself and being on the team would have been a great way."

"Yeah. That's why I tried out," Serenity agreed.

"Wait. You were captured by another villain before me," Kagami asked, looking at her, shocked.

"Yes. The last villain, Class Clown, used me to try and get Ladybug and Cat Noir's Miraculous. Thankfully, I was able to escape him."

Adrien nodded. "Still, sometimes being lucky like you were isn't enough. Being able to defend yourself is important too."

Suddenly, his face lit up as though he'd just had a great idea. "Hey, I know! How about I give you some extra fencing lessons, maybe once or twice a week?" I can show you basic moves to be able to fight off guys from villains to muggers."

Serenity stared at him. He was actually offering to train her because she didn't get on the team? Boy, talk about bighearted. If she didn't already know about Marinette's crush on him, she might just have developed one too.

Then, she thought of Marinette and had a slight idea herself. "Okay, Adrien. Sounds great. But if you wouldn't mind, do you think we could let Marinette in on the sessions as well. She also didn't make the team despite doing well and I'd really like to make sure she's safe too."

* * *

Behind the display, Marinette couldn't believe her ears. Serenity was being offered to be tutored by Adrien and she was trying to get HER in on it too!? Could she have asked for a greater friend (excluding her best friend Alya, of course.)

Adrien's looked at bit perplexed at the request, but he then smiled at Serenity. "Sure. Marinette's more than welcome to come."

* * *

Behind the display, Marinette nearly fainted from joy at being near Adrien before Tikki caught her and set her against the wall.

* * *

This whole time, Kagami stared at Adrien, almost not believing what she was seeing. This boy, apparently the best in the fencing class, was offering to teach two girls who had not made the cut his techniques to defend themselves? That was one of the most honorable and kindest things she had ever witnessed. For some reason, it made her stomach fell a bit strange, but she pushed it down and then turned to smile at Serenity.

"Congratulations to you and Marinette, Serenity. I would say you have a fine teacher," she said, smiling at Adrien, who looked at her for a few moments before blushing at the compliment.

He then looked down at the sword in his hands and then held it out to Kagami. "So, now that you're officially part of the team, will you accept this back now?" he asked with a smile. "Please, take it."

Kagami glanced between Adrien and her saber for a moment before looking at Serenity who also smiled and nodded. Kagami then reached out and took it back. She and Adrien bowed to each other.

"So, if you don't mind," Adrien said, "I'd still like to have that decisive match."

At that moment, the red car Kagami had ridden in parked across the street (obviously fixed by the Miraculous Ladybug magic. Kagami looked and saw it before turning to Adrien, her hand outstretched. "That sounds grand," she said as the blonde accepted her hand and shook it. Kagami then turned to Serenity. "I hope to get to know you as well, Serenity." She said bowing politely, to which Serenity returned.

"Likewise."

Kagami then turned and went to her car. Before getting in, she waved to her new friends with a smile that was wholeheartedly returned. She then got into her car, which drove off. Adrien and Serenity watched it go for a bit before they turned to each other.

"Well, I should probably be getting back. Don't want my father getting worried."

"Yeah and I should probably find Marinette and head back to the bakery too," Serenity agreed.

"Tell you what?" Adrien said. "How about we exchange numbers. Then, once I have the time, I'll text you and Marinette and we can work on fencing a bit. What do you say?"

"Sure," Serenity said as she pulled out her phone. After a few moments, the numbers were given and the two exchanged smiles.

"Well, see you Serenity. Have a good night and tell Marinette the good news, will you?"

"Sure. _Au revior!"_ She called out as Adrien waved and then he started talking in to his own phone, no doubt calling his bodyguard to come pick him up too. In a few seconds, the black car pulled up and he got in with a wave to Serenity.

After a few seconds, Marinette then turned around and called out, "Okay, Mari! I know you're hiding around here somewhere." A few seconds later, Marinette ran out with Tikki flying next to her. She then ran up to the girl a before Serenity could say anything, the bluenette had her in a bone-crunching hug as she all but picked her up and spun her around

"THANKYOUTHANKYOUTHANKYOUTHANKYOUTHANKYOOOOOOOOU!" Marinette all but screamed in jubilation.

"You're… welcome… Need…air… World…going… black…" croaked Serenity.

Upon hearing that, Marinette let her go, but instead of continuing to crush her bones, she began to lightly smack her arm.

"What! Were! You! Thinking!?" she cried, punctuating each word with a smack.

"Ow, ow! Sheesh, Go from crushing to bruising," Serenity cried, trying to get her friend to stop.

"Serenity, you're insane stunt nearly got you hurt! AGAIN!" Marinette cried, her blue eyes showing her fear and frustration, almost teary even. "You got lucky the second time, but the first…" she spoke softer now. "You may have an amazing ability, Serenity, but what Adrein said was true; sometimes luck won't be able to save you. I was so scared and worried for you. So please, I'm all but begging you, until we learn more about your abilities, and unless you absolutely have to, PLEASE don't do anything like that again?"

Serenity looked at her friend and saw just how much her stunts had frightened her. Her stomach clenched in shame.

"Alright, Marinette," she said just as softly. She then hugged her friend. "I'm so sorry for scaring you like I did. I promise I'll try and learn as much about my power as I can before I try anything like that again."

"I'm glad," Marinette said, returning the hug much softly than before.

"And what you did does show you're well on your way, Serenity." Tikki said, landing on her shoulder.

"Yeah, how did the last time fail, but the next time worked?" Marinette asked.

"I think it's because I didn't quite believe in my Monsters like I should have," Serenity explained. "When Yugi calls on his Monsters, it's to aid him in keeping others safe and to vanquish foes that would hurt other. When I called Lady Panther, I was really only thinking of battling Reposte and doing well in battle. I guess that activated the Kaiba projectors."

She then lifted her Disk that she had put in her backpack and took out the St. Joan card, the warrior still looking regal on the front.

"But with Joan, I knew that Reposte wanted to hurt you and Adrien and I didn't want that. Plus, Joan was a skilled swordswoman, so I knew if anyone could aid you against her it would be a hero like St. Joan."

The hero and Kwami stared at the card in silence.

"That's true," Tikki said in a slightly watery voice.

"Okay, you guys acted weird when I showed you this card back at school. What's up?" Serenity asked the two.

The bluenette looked at her Kwami and, after a few seconds, Tikki nodded, rubbing tears out of her eyes.

"You see, Serenity, Jeanne d'Arc, or St. Joan of Arc as she's better known… was actually a Miraculous wielder."

Hearing that, Serenity's eyes widened in shock.

"Are, are you serious?" she asked.

"I am. In fact, she was the wielder of these." Marinette then brushed her hair back to show her earrings, causing Serenity's heart to stop at the implication.

"You mean… St. Joan was Ladybug before you?"

Marinette nodded.

Serenity then looked down at Tikki. "So that means you knew her?"

"I did. Many years ago. How else do you think she was so lucky with battles? It wasn't just by ONE God's grace, that's for certain."

Serenity looked down at the card. "Wow. Imagine that. Well, too bad this one's not the actual Joan. If anything, the one I summoned was probably only a Duel spirit that LOOKS like her. That would be pretty cool though."

Marinette and Tikki shared a glance. Should they tell her their suspicions? That perhaps, instead of the actual Duel spirit of Joan, she possibly had called upon the ACTUAL Joan, possibly turned INTO a Duel Spirit? They then silently agreed:

For now, it would be their little secret. They'd tell Serenity another time.

"Well, in any case, we should be getting home. It's late and after all this excitement, I definitely need some rest." Marinette sighed.

"So do I," agreed Serenity. She then grinned at Marinette. "Plus, you need rest for when Adrien tutors us in fencing, remember?"

At that, Marinette's eyes sparkled in she let out a squeal as she spun on her tiptoes.

"That's right! Oh, again I can't thank you enough for that, Serenity!"

"No problem at all," Serenity smiled.

The two, with Tikki on Serenity's shoulder still, then started walking (or in Mari's case, skipping) towards the bakery, the streets mostly deserted. Apparently, despite the announcement that the Akuma Alert had passed, folks always waited a little bit after, just to be sure.

Serenity then looked to Marinette with a slight embarrassed look. "So…I'm guessing you also know about what he said before, huh?"

Marinette's smile then fell as she groaned. "Yes."

"Well, at least you know how much Adrien values your friendship, Marinette." Tikki said, trying to help her chosen she the positive.

Marinette's shoulders slumped "Yeah, yeah, I know! Great, so he likes me. But I don't want him to just like me! I mean- I do, but, you know- I want him to LIIIIIIKE me!" At that, she threw her hands in the air and then hugged herself. "You know?" she asked normally, not seeming to notice the looks her two friends were giving her. She should be thankful that that the streets were deserted, otherwise she would have embarrassed herself more with he rambling.

"Uh, right. Sure." Serenity said awkwardly.

Tikii then flew over to Marinette. "In that case, you might have to work on your fencing! After all, you'll be working with Adrien and you'll be able to impress him even more!"

Marinette then laughed as she got into a fencing stance and pointed her finger at Tikki like a saber. "On your guard, Tikki!" she said to the tiny god. She and Tikki then pretend to fence with Marinette's finger and Tikki's whole arm, laughing all the while.

Serenity soon also joined in the laughter, and then looked down at the Duel Monster card in her hand.

'_Thanks, Joan,'_ she thought with a smile. _'I'm sure Marinette will make you proud.'_

Now she could have been mistaken, perhaps it was the setting sun shining on the card or fatigue from the day catching up with her, but she could have sworn she saw the picture of St. Joan- based on St. Jeanne d'Arc herself- wink at her with a smile and that she heard a soft voice echoed in her ears:

"_She already is. And I hope you do too, Serenity Wheeler."_


End file.
